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

Purchase and Sale of the Assets. At the Closing, the Seller shall sell, assign and transfer to the Purchaser, free and clear of all liens, pledges, security interests, mortgages, claims, debts, charges, agreements or other encumbrances or restrictions on transfer of any kind whatsoever (collectively, the "Encumbrances"), all of its property, rights, privileges and interests, whether tangible or intangible, real, personal or mixed, that are held or leased or used in connection with the Business, other than the Excluded Assets as defined in Section 1.3 below (collectively, the "Assets"). The Assets shall include, but not be limited to, all of Seller's rights and interests in its: (a) tangible personal property, including, without limitation, work in process, inventory, furniture and equipment; (b) real property, including, without limitation, fixtures; (c) leasehold interests, which may require landlords' consents, which consents will be delivered at Closing; (d) contracts and personal property leases expressly assumed by the Purchaser; (e) licenses and permits, which may require consent to assignment; (f) patents, trademarks, copyrights and all other intellectual property, which may require consent to assignment; (g) know how and trade secrets; (h) prepaid expenses; (i) accounts receivable; (j) customer lists and account information; (k) goodwill; (l) positive bank account balances; and (m) copies of all files, books and records.

Purchase and Sale of the Assets. At the Closing, the Seller shall sell, assign and transfer to the Purchaser, free and clear of all liens, pledges, security interests, mortgages, claims, debts, charges, agreements or other encumbrances or restrictions on transfer of any kind whatsoever (collectively, the "Encumbrances"), except for the Encumbrances expressly assumed by Purchaser, if any, all of its property, rights, privileges and interests, whether tangible or intangible, real, personal or mixed, that are held or leased or used in connection with the Business, other than the Excluded Assets as defined in Section 1.3 below 554881 (collectively, the "Assets"). The Assets shall include, but not be limited to, all of Seller's rights and interests in its: : (a) tangible personal property, including, without limitation, work in process, inventory, furniture and equipment; ; (b) real property, including, without limitation, fixtures; ; (c) leasehold interests, which may require landlords' consents, which consents will be delivered at Closing; ; (d) contracts and personal property leases expressly assumed by the Purchaser; ; (e) licenses and permits, which may require consent to assignment; ; (f) patents, trademarks, copyrights and all other intellectual property, which may require consent to assignment; ; (g) know how and trade secrets; ; (h) prepaid expenses; ; (i) accounts receivable; ; (j) customer lists and account information; ; (k) goodwill; ; (l) positive bank account balances; and and (m) copies of all files, books and records.

Purchase and Sale of the Assets. At the Closing, the Seller Sellers shall sell, assign and transfer to the Purchaser, free and clear of all liens, pledges, security interests, mortgages, claims, debts, charges, agreements or other encumbrances or restrictions on transfer of any kind whatsoever (collectively, the "EncumbrancesENCUMBRANCES")) except as expressly assumed by Purchaser as provided herein, all of its their property, rights, privileges and interests, whether tangible or intangible, real, personal or mixed, that are held or leased or used in connection with the Business, other than the Excluded Assets as defined in Section 1.3 below (collectively, the "AssetsASSETS"). The Assets shall include, but not be limited towithout limitation, all of Seller's Sellers' rights and interests in its: their: (a) tangible personal property, including, without limitation, work in process, inventory, furniture and equipment; ; (b) real property, if any, including, without limitation, fixtures; ; (c) leasehold interests, some or all of which may require landlords' consents, which consents will be delivered at Closing; ; (d) contracts and personal property leases expressly (subject to the limitations on liabilities as hereafter provided) which are to be assumed by the Purchaser; ; (e) licenses and permits, some or all of which may require consent to assignment; ; (f) patents, trademarks, copyrights trademarks and all other intellectual property, some or all of which may require consent to assignment; ; (g) know how and trade secrets; prepaid expenses; (h) prepaid expenses; accounts receivable; (i) accounts receivable; (j) customer lists and account information; (j) goodwill; and (k) goodwill; (l) positive bank account balances; and (m) copies of all files, books and records.