Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On (a) Upon and subject to the terms and conditions of this Agreement, the Buyer agrees to shall purchase from the Seller, and the Seller agrees to shall sell, transfer, convey, assign and deliver to the Buyer, all of the Acquired Assets at the Closing Closing, for the consideration specified below in this Section 2Article I, all right, title and interest in, to and under the Acquired Assets.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2ss.2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the BuyerBuyers, all of the Acquired Assets at the Closing for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On Subject to and subject to in accordance with the terms and conditions of this Agreement, the Seller agrees to sell and assign to Buyer, and Buyer agrees to purchase and acquire from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of Seller’s right, title and interest in and to the Acquired Assets at following (collectively, the Closing for the consideration specified below in this Section 2.“Assets”):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSeller (and its Affiliates), and the Seller agrees (and shall cause its Affiliates) to sell, transfer, convey, assign, transfer and deliver to the Buyer, all of the Acquired Assets at the Closing Closing, for the consideration specified below in this Section Article 2, free and clear of all Liens.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Buyer, all of following assets relating to the Acquired Assets at Branch (the Closing for the consideration specified below in this Section 2.“Assets”):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration assumption by Buyer of the Assumed Liabilities and the payment of the Purchase Price as specified below in this Section 2Sections 2.02 and 2.03.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2ss.2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2. The Seller will not sell to the Buyer, and the Buyer will not acquire, however, any other asset of the Seller not included within the definition of Acquired Assets.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, at the Closing Buyer agrees to purchase from the Seller, and the Seller agrees to sell, assign, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Assets.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this AgreementAgreement (including the conditions precedent set forth in Section 2.4), the Seller agrees to sell to Buyer, and Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of Seller’s right, title and interest in the Acquired Assets at following (collectively, the Closing for the consideration specified below in this Section 2.“Assets”):

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Buyer, all of following assets relating to the Acquired Assets at Branches (the Closing for the consideration specified below in this Section 2.“Assets”):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2(S)2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration payments by Buyer of the Purchase Price (as defined below), plus such other amounts, as specified below in this Section 21.02, and Buyer shall further assume all of the Included Liabilities, as specified below in Section 1.03.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerCompany, and the Seller Company agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transferassign, convey, transfer and deliver to the Buyer (as directed by the Buyer) as of the Closing Date, and the Buyer agrees to purchase and take assignment and delivery from the Seller as of the Closing Date, all of Seller’s right, title and interest in and to the Acquired Assets at the Closing for the consideration specified below in this Section 2Assets, free and clear of all Liens and Liabilities.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets Assets, free and clear of all Liens, at the Closing for the consideration specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at Purchased Assets, free and clear of any Encumbrances (other than the Closing Assumed Liabilities) for the consideration specified below in this Section 2ARTICLE 3 below.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the assets as set forth on Schedule "A" attached hereto (collectively, the "Acquired Assets Assets"), at the Closing (as defined in Section 2) for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the each Seller agrees to sell, transferassign, convey, transfer and deliver to Buyer as of the BuyerClosing Date, and Buyer agrees to purchase and take assignment and delivery from the Sellers as of the Closing Date, all of such Seller’s right, title and interest in and to the Acquired Assets at Purchased Assets, free and clear of all Encumbrances other than the Closing for the consideration specified below in this Section 2Permitted Encumbrances.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to will purchase from the Seller, and the Seller agrees to will sell, transfer, conveyassign, convey and deliver to Buyer at the Buyer, Closing all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Assets, free and clear of all Liens.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration payment of the Purchase Price as specified below in this Section 2Sections 2.02 and 2.03.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration payment by Buyer of the Purchase Price as specified below in this Section 22.02.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the BuyerBuyers, all of the Acquired Assets at the Closing for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to purchase and acquire from the Seller, Seller and the Seller agrees to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets at Assets, free and clear of any Encumbrance other than the Closing Assumed Liabilities, for the consideration specified below in this Section 22.3 below.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver deliver, or cause to be sold, transferred, conveyed and delivered, to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Section.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the BuyerPurchaser, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration payments by Buyer of the Purchase Price, plus such other amounts, as specified below in this Section 22.02, and Buyer shall further assume all of the Included Liabilities, as specified below in Section 2.04.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Buyer, all of following assets relating to the Acquired Assets at Branch (the Closing for the consideration specified below in this Section 2"Assets").

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of contained in this Agreement, the Buyer agrees to purchase from the Seller, and the each Seller agrees to sell, transfer, conveysell to Purchaser, and deliver Purchaser agrees to the Buyerpurchase, accept and pay for, all of Sellers’ right, title and interest in and to the Acquired Assets at the Closing for the consideration specified below in this Section 2Assets.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer and Buyer hereby agrees to purchase, acquire and accept from Seller, in each case effective as of the BuyerClosing, all of Seller's and each of its Affiliates' right, title and interest in and to the Acquired Assets at the Closing for the consideration specified below in this Section 2Purchased Property.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for in consideration of the consideration assumption by Buyer of the Assumed Liabilities and the payment by Buyer of the Purchase Price as specified below in this Section 2Sections 2.02 and 2.03.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets Assets, free and clear of all Security Interests other than Permitted Liens, at the Closing in exchange for the consideration specified below in this Section 2Purchase Price.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Buyer agrees to purchase from the SellerClosing, Seller and the Seller agrees to its Affiliates shall sell, assign, transfer, convey, convey and deliver to the Buyer, and Buyer shall purchase, acquire and accept from Seller and its Affiliates all right, title and interest of Seller and its Affiliates in, to and under the Acquired Assets at the Closing for the consideration specified below in this Section 2Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. On and subject (a) Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transferassign, convey, transfer and deliver to Buyer as of the BuyerClosing Date, and Buyer agrees to purchase and take assignment and delivery from Seller as of the Closing Date, all of Seller’s right, title and interest in and to the Acquired Assets at Purchased Assets, free and clear of all Encumbrances other than the Closing for the consideration specified below in this Section 2Permitted Encumbrances.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer and Buyer hereby agrees to purchase, acquire and accept from Seller, in each case effective as of the BuyerClosing, all of Seller's right, title and interest in and to the Acquired Assets at the Closing for the consideration specified below in this Section 2Purchased Property.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On At the Closing, and on and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing free and clear of any Security Interests for the consideration with respect to the Acquired Assets specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets as detailed in Exhibit B at the Closing for the consideration specified below in this Section 2ss.2.

Purchase and Sale of Assets. On and subject to In accordance with the terms and conditions of this Agreement, as of the Buyer agrees to purchase from date hereof, the Seller, and the Seller Vendor agrees to sell, transferassign, conveytransfer and convey its entire right, title and deliver interest in the Materials to the Buyer, all of Purchaser and the Acquired Assets at Purchaser agrees to purchase the Closing for Materials from the consideration specified below in this Section 2Vendor.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase and to accept from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, free and clear of any Encumbrances other than Permitted Encumbrances, all of the Acquired Assets at the Closing for in consideration of the consideration Purchase Price as specified below in this Section 22.03.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets Assets, free and clear of all Security Interests, at the Closing for the consideration specified below in Purchase Price. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Section 2Agreement shall not include the assumption by Buyer of any Liability related to the Acquired Assets.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, assign, convey, and deliver to the BuyerPurchaser, all right title and interest in and to all of the following assets (the “Acquired Assets Assets”), in each case free and clear of all Liens at the Closing for the consideration specified below in this Section 2.2.2 below:

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to purchase Purchaser purchases, acquires and accepts from the Seller Parent and Seller, and the Seller agrees to Parent and Seller sell, transfer, conveyassign, convey and deliver to the Buyer, Purchaser all of Seller Parent's and Seller's respective right, title and interest in, to and under the Acquired Assets at following assets of Seller Parent and Seller as of the Closing for (collectively, the consideration specified below in this Section 2."Purchased Assets"):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all the entirety of its rights, title and interest in and to the Acquired Assets at the Closing (as defined herein), free and clear of all Encumbrances, for the consideration specified below in this Section 2.following consideration:

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at on the Closing Date effective as of the Effective Date for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to will purchase from the Seller, and the Seller agrees to will sell, transfer, conveyassign, convey and deliver to Buyer at the Buyer, Closing all of the Acquired Assets at the Closing for the consideration specified below in this Assets, free and clear of all Liens. Section 2.2.2

Purchase and Sale of Assets. On and subject to the terms and conditions of this Purchase Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets at the Closing in exchange for the consideration specified below in this Section 2Purchase Price.

Purchase and Sale of Assets. On and subject to the terms and --------------------------- conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Seller agrees to purchase from the SellerBuyer, and the Seller Buyer agrees to sell, transfer, convey, and deliver to the BuyerSeller, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer, conveyassign, and deliver convey to the BuyerPurchaser, all right title and interest in and to all of the following assets (collectively, the “Acquired Assets Assets”), in each case free and clear of all Liens, at the Closing for the consideration specified below in this Section 2.2.2 below:

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the BuyerBuyers, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase purchase, acquire and receive from the Seller, and the Seller agrees to sell, transfer, convey, assign and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Purchase Price.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, convey and deliver to the Buyer, Buyer all of the Acquired Assets at the Closing for the consideration specified below in this Section 21.

Purchase and Sale of Assets. On Seller agrees to sell to Buyer, and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sellat Closing, transfer, convey, and deliver to the Buyeras defined in this agreement, all of Seller’s right, title and interest in and to all of the Acquired Assets at assets used by Seller in connection with the Closing for operation of the consideration specified below in this Section 2.Business (the “Assets”), including, without limitation, the following:

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, Seller and the Seller agrees to sell, assign, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at Seller's right, title and interest in the Closing for contracts set forth on Exhibit A hereto ("Contracts") or (the consideration "Purchased Assets"), subject to the liabilities specified below in Section 2 of this Section 2Agreement.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to purchase from the Seller, and the Seller agrees to sell, transfer, convey, assign and deliver to the BuyerBuyers, all of the Acquired Assets at on the Closing Date for the consideration specified below in this Section 22.4.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to Sellers hereby sell, transferassign, convey, transfer and deliver to the Buyer, and the Buyer hereby purchases and takes assignment and delivery from the Sellers as of the Closing Date, all of the Acquired Assets at Sellers’ right, title and interest in and to the Closing for Purchased Contracts, free and clear of all Encumbrances other than the consideration specified below in this Section 2Permitted Encumbrances and assumes the Assumed Liabilities.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller Sellers agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing closing free and clear of any Security Interests for the consideration specified below set forth in this Section 2subsection 2.3, below.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transferassign, convey, transfer and deliver convey to Buyer at the BuyerClosing, all of the Acquired Assets at the Closing Assets, free and clear of any and all Liens, for the consideration specified below in this Section §2. The Acquired Assets shall be delivered to Buyer at the Closing or as may otherwise be set forth in the Transition Plan.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing free and clear of all Liens other than Permitted Encumbrances for the consideration specified below in this Section 2Article II.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets free and clear of all Liens at the Closing for the consideration specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and --------------------------- conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On Upon the terms and subject to the terms conditions set forth in this Agreement and conditions in reliance on the representations and warranties of this Agreementeach party herein, effective as of the Closing, Seller hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Purchased Assets.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to purchase the Assets from the Seller, and the Seller agrees to sell, transfer, convey, convey and deliver the Assets to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Purchase Price.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all the entirety of their respective rights, title and interest in and to the Acquired Assets at the Closing (as defined herein), free and clear of all Encumbrances, for the consideration specified below in this Section 2.following consideration:

Purchase and Sale of Assets. On and subject to In consideration of the terms mutual promises and conditions of contained in this Agreementagreement, the Seller agrees to sell to Buyer, and Buyer agrees to purchase from the Seller, on the terms, conditions, warranties and the Seller agrees to sell, transfer, convey, and deliver to the Buyerrepresentations set forth in this Agreement, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.including but not limited to:

Purchase and Sale of Assets. On Upon and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver sell to the Buyer, the Purchased Assets. At the Closing, the Seller will transfer the Purchased Assets to the Buyer, free and clear of all of liens, security interests, claims, charges, encumbrances and interests as provided and authorized in the Acquired Assets at the Closing for the consideration specified below in this Section 2Order.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing and for the consideration specified in Section 2(c), Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, assign, convey, and deliver to the Buyer, all of Seller’s right, title and interest in and to the Acquired Assets at following assets, properties and rights (collectively, the Closing for the consideration specified below in this Section 2.“Purchased Assets”), free and clear of all Liens:

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, and the necessary condition concurrent of valid execution and delivery of the License Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions condition of this Agreement, the Buyer agrees to purchase purchase, accept, and acquire from the Seller, and the Seller agrees to sell, transfer, assign, convey, and deliver to the Buyer, at the Closing, all right, title, and interest of Seller in and to all of the Acquired Assets at following rights and assets (collectively, the Closing for the consideration specified below in this Section 2."Assets"):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and -------------------------------- conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing Assets, for the consideration specified below in this Section 2below.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer, assign, convey, and deliver to the BuyerPurchaser, all right title and interest in and to all of the following assets (the “Acquired Assets Assets”), in each case free and clear of all Liens at the Closing for the consideration specified below in this Section 2.2.2 below:

Purchase and Sale of Assets. On and subject to the terms and --------------------------- conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Section2.

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller, at the BuyerClosing, all of the Acquired Assets at following (the Closing for the consideration specified below in this Section 2."Assets"):

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section §2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to Buyer and Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of Seller's inventory and miscellaneous other assets listed on Exhibit "A" attached hereto and made a part hereof (the Acquired Assets at the Closing for the consideration specified below in this Section 2"Assets").

Purchase and Sale of Assets. On and subject Subject to the terms and --------------------------- conditions of this Agreement, the Buyer Seller agrees to sell and deliver to Purchaser and Purchaser agrees to purchase from Seller as of the Closing Date all of Seller, 's right and the Seller agrees title to sell, transfer, convey, and deliver to the Buyer, interest in all of the Acquired Assets at following assets, properties and rights (the Closing for "Purchased Assets") relating to the consideration specified below in this Section 2.Divisions (but expressly excluding therefrom the Excluded Assets):

Purchase and Sale of Assets. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer agrees to purchase from the SellerClosing (as defined in Section 1.6 below), and the Seller agrees to sell, convey, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to acquire, purchase and accept from the Seller, all of the Seller’s right, title and interest in and to the Acquired Assets at Assets, wherever located, free and clear of any Liens (as defined in Section 2.2(b) below). For purposes of this Agreement, the Closing for the consideration specified below in this Section 2.term “Acquired Assets” means:

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of set forth in this Agreement, the Seller agrees to sell, convey, transfer and assign to Buyer, and Buyer agrees to purchase from the Seller all of Seller’s right, title and the Seller agrees to sell, transfer, convey, interest in and deliver to the Buyerfollowing (collectively, all of the “Acquired Assets at the Closing for the consideration specified below in this Section 2.Assets”):

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase purchase, accept, and acquire from the Seller, and the Seller agrees to sell, transfer, assign, convey, and deliver to Buyer, at the BuyerClosing, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2Assets.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, Seller and the Seller agrees to sell, transfer, convey, convey and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2. It is agreed that the Buyer shall not purchase from the Seller and the Seller shall not sell, transfer, convey or delivery to the Buyer the Excluded Assets.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets as set forth in Schedule C1, at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, free and clear of all Security Interests, all of the Acquired Assets at the Closing for the consideration specified below in this Section 23 below.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, including the license granted under Section 2.6(a), Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, assign and deliver deliver, as applicable, to Buyer at the BuyerClosing, all of the Acquired Assets at the Closing Assets, free and clear of any and all Encumbrances, for the consideration specified below in this Section 2Article II.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets used in the Business at the Closing for the consideration specified below in this Section 2, free and clear of any and all Security Interests or rights of others whatsoever.

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to purchase from the Seller, Seller and the Seller agrees to sell, transfer, convey, and deliver to the BuyerPurchaser, all of the Acquired Assets at the Closing for the consideration specified below in this Section 22.3.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of this Agreement, and in reliance upon the Buyer representations and warranties of Seller and Purchaser contained in this Agreement, Purchaser agrees to purchase buy from the Seller, Seller and the Seller agrees to sell, transfer, convey, and deliver sell to Purchaser certain assets of Seller relating to the Buyer, all of Business described as follows (the Acquired Assets at the Closing for the consideration specified below in this Section 2."Assets"):

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section §2. Buyer will not assume or have any rights, however, with respect to any of the Excluded Assets.