Common use of Purchase and Sale of Assets at the Closing Clause in Contracts

Purchase and Sale of Assets at the Closing. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each of the Elan Companies shall sell, convey, assign, transfer and deliver to the Acquirors, and the Acquirors shall purchase and acquire from each of the Elan Companies, all of such Elan Company's right, title and interest in and to the Skelaxin Assets, the Sonata Assets, the Tangible Personal Property and the Personal Property Leases free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the "Purchased Assets"), in the manner set forth in Section 2.01(e). (a) The following assets shall constitute the "Skelaxin Assets": (i) all rights of the Elan Companies under the Contracts set forth on Schedule 2.01(a)(i) of the Elan Disclosure Schedule (the "Assumed Skelaxin Contracts"); (ii) all Skelaxin Marketing Materials; (iii) all Skelaxin Books and Records; (iv) all Skelaxin Inventory; (v) all Skelaxin Patent Rights; (vi) all Skelaxin Product Registrations; (vii) all Skelaxin Copyrights; (viii) all Skelaxin Trademarks; (ix) all Skelaxin Governmental Permits, to the extent legally transferable; (x) all Skelaxin Know-How; and (xi) any other assets set forth on Schedule 2.01(a)(xi) of the Elan Disclosure Schedule. (b) The following assets shall constitute the "Sonata Assets": (i) the rights of the Elan Companies under the Contracts set forth on Schedule 2.01(b)(i) of the Elan Disclosure Schedule (the "Assumed Sonata Contracts"); (ii) all Sonata Marketing Materials; (iii) all Purchased Sonata Books and Records; (iv) all Sonata Inventory; (v) all Sonata Copyrights; and (vi) any other assets set forth on Schedule 2.01(b)(vi) of the Elan Disclosure Schedule. (c) The following assets shall constitute the "Tangible Personal Property": all computers, printers, facsimile machines, projectors, exhibit and display booths, controlled substance lockers and other similar tangible personal property owned by any of the Elan Companies and used exclusively in the sales field as of the Closing Date by the Hired Employees, but not including software, data or other information stored in any such computers. (d) The following assets shall constitute the "Personal Property Leases": the leases set forth on Schedule 2.01(d) of the Elan Disclosure Schedule.