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 the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing Buyer agrees to purchase shall purchase, acquire and accept from the SellerSellers, and the Seller agrees to Sellers shall sell, transfer, conveyassign, convey and deliver to the Buyer, all of Sellers’ right, title and interest in, to and under the Acquired Assets at Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing for related to the consideration specified below in this Section 2.Business:

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 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.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer agrees to purchase Closing, Purchaser shall purchase, acquire and accept from the Seller, and the Seller agrees to shall sell, transfer, conveyassign, convey and deliver to the Buyer, Purchaser all of Seller’s right, title and interest in, to and under the Acquired Purchased Assets at free and clear of any Liens or Liabilities other than Permitted Exceptions and Assumed Liabilities. “Purchased Assets” shall mean the Closing for the consideration specified below in this Section 2.following assets and rights of Seller:

Purchase and Sale of Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer agrees to purchase Closing, Purchaser shall purchase, acquire and accept from the Seller, and the Seller agrees to shall sell, transfer, conveyassign, convey and deliver to the Buyer, Purchaser all of Seller’s right, title and interest in, to and under the Acquired Assets at Purchased Assets. “Purchased Assets” shall mean the Closing for following assets of Seller as of the consideration specified below in this Section 2.Closing, to the extent primarily related to the Business:

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 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 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 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 Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Buyer agrees to purchase from the SellerClosing, and the each Seller agrees to shall sell, transferassign, convey, transfer and deliver to the Buyerapplicable Purchaser, and the applicable Purchaser shall purchase and acquire from such Seller, and take assignment and delivery from such Seller of, all of such Seller’s right, title and interest in, to and under the Acquired Assets at the Closing for the consideration specified below in this Section 2.following assets:

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, assign, transfer and deliver to the Buyer, and Buyer agrees to purchase, at the Closing, the personal property, intangible assets, contracts and rights of Seller related to the Seller's Business which are described on Schedule 2.1 attached hereto and incorporated herein by reference, and all of the Acquired Assets at goodwill of Seller's Business associated therewith (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 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 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 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 and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase and as applicable cause certain of its Affiliates (the "Buyer Affiliates") to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to Buyer and the BuyerBuyer Affiliates, all of the Acquired Assets at the Closing for an aggregate amount equal to 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, 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, 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 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 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 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, 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 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 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 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 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 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 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 22.02, and Buyer shall further assume all of the Included Liabilities, as specified below in Section 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, 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 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 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 Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller will sell to Buyer, and Buyer agrees to will purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of Seller's rights, titles and interests in, to and under the Acquired Assets at the Closing for the consideration specified below Assets. Except as otherwise specifically provided in this Section 2Agreement, all the Assets are intended to be transferred to Buyer, whether or not described in the Schedules.

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 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 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 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 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, 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 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 the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing Buyer agrees to purchase shall purchase, acquire and accept from the SellerSellers, and the Seller agrees to Sellers shall sell, transfer, conveyassign, convey and deliver to the Buyer, all of Sellers’ right, title and interest in, to and under the Acquired Assets at Purchased Assets. “Purchased Assets” shall mean the Closing for the consideration specified below in this Section 2.following assets of Sellers:

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 the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing Buyer agrees to purchase shall purchase, acquire and accept from the SellerSellers, and the Seller agrees to Sellers shall sell, transfer, conveyassign, convey and deliver to the Buyer, all of Sellers’ right, title and interest in, to and under the Acquired Assets at Purchased Assets. “Purchased Assets” shall mean the Closing for the consideration specified below in this Section 2assets listed on Schedule 2.1.

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 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, and the Seller agrees to shall sell, transfer, convey, assign and deliver transfer to the Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in, to and under the Acquired Assets at the Closing for 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, 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 Paragraph 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, 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 and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to, and to cause its applicable Affiliates to, sell, transfer, convey, assign and deliver to Buyer, at the BuyerClosing, all of the Acquired Assets at the Closing for the consideration specified below in this Section 22.4 and the assumption of the Assumed Liabilities by the Buyer.

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, convey, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase and accept, at the BuyerClosing, all of Seller's right, title and interest in and to the Acquired Assets at the Closing Purchased Property, free and clear of all security interests, liens, or encumbrances, except for the consideration specified below in this Section 2Permitted Exceptions.

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, 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 Upon and subject to the terms and conditions of this Agreement, the Buyer agrees to will purchase from the Seller, and the Seller agrees to will sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below set forth in this Section 22.02.

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 agrees to purchase from the SellerCompany, and the Seller Company agrees to sell, assign, 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 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 to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets free and clear of all Security Interests other than Permitted Liens 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 Buyer agrees to purchase from the SellerSeller shall sell, and the Seller agrees to sellassign, transfer, convey, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Buyer, all of following assets and properties (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 AgreementAgreement and the purchase money security interest retained by Seller as evidenced by the security agreement hereafter described, 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, 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, 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 ss.2(c) of this Section 2Agreement.

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 free and clear of all Security Interests at the Closing for the consideration specified below in this Section 2below.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees Vendor hereby sells, transfers and absolutely assigns to purchase from Purchaser, the SellerAssets, and the Seller agrees to sell, transfer, convey, Purchaser hereby purchases and deliver to acquires 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 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 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, at the Closing 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, free and clear of all Security Interests, for the consideration specified below in this Section 2Article II, pursuant to a Xxxx of Sale delivered in connection herewith and such other instruments or agreements as the Buyer may reasonably request.

Purchase and Sale of Assets. On and subject Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, convey and assign to Buyer, and Buyer agrees to purchase from the Seller, free and the Seller agrees to sell, transfer, convey, and deliver to the Buyerclear from all Encumbrances, all of Seller’s right, title and interest in, to and under 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, 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.II. Notwithstanding anything else contained herein, the Acquired Assets shall not include any of the assets or rights listed and described on EXHIBIT 2.1 (the "Excluded Assets") 2.2

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, 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 2Article II.

Purchase and Sale of Assets. On Upon the terms 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, license, assign and deliver to the Buyer, all of the Acquired Assets at the Closing Closing, for the consideration specified below in this Section 2Article II, all of its 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 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, all of the Acquired Assets Assets, free and clear of any Liens, other than such Liens and restrictions related to the Assumed Liabilities, 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 Article 2.

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, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, assign 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 2(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 BuyerSeller, all of the Acquired Assets at the Closing free of any Security Interest not included in the Assumed Liabilities 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 at the Closing for the consideration specified below in this Section 2Sec.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, assign, convey, and deliver to the Buyer, all of the Acquired Assets at the First Closing for the consideration specified below in this Section 22 (it being understood that all of the Excluded Assets shall remain the property of Seller following the Closing).

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, assign, 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 Creditor agrees to purchase from the SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the BuyerCreditor, 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, at the Buyer Closing, 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 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 from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the BuyerBuyer free and clear of Encumbrances (other than Permitted Encumbrances), 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 SellerSellers, and the Seller agrees Sellers agree to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at as of the Closing Effective Date, 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 and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase hereby purchases and accepts from the Seller, and the Seller agrees hereby sells, transfers, conveys, assigns and delivers to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing in exchange 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, 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 (a) Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the SellerSeller will sell, and the Seller agrees to sellconvey, transfer, convey, assign and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.and Buyer will acquire and accept from

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, the Buyer agrees to purchase and as applicable cause certain of its Affiliates (the "BUYER AFFILIATES") to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to Buyer and the BuyerBuyer Affiliates, all of the Acquired Assets at the Closing for an aggregate amount equal to 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, 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"):