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

Purchase and Sale of the Transferred Assets. The Seller shall, or shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transfer, assign and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicable, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller’s and each of its Affiliates’ right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assets, rights and properties referred to in this Section 2.01(b), collectively, the Transferred Assets): (i) the Asset Transferred Real Property with all buildings, fixtures and improvements erected thereon; (ii) the Transferred Plant and Equipment; (iii) the Transferred Inventory; (iv) the Transferred Accounts Receivable; (v) the Transferred Books and Records; (vi) the Transferred Intellectual Property Rights and the Transferred Intellectual Property Contracts; (vii) the Transferred Contracts; (viii) all Marketing Authorization Data; (ix) all Commercial Information; (x) all Medical Information; (xi) all Product Approvals and all Product Applications and all other Permits Exclusively Related to the Business (it being agreed, however, that no such Product Approval or Product Application or Permit is required to be Transferred or included in the Transferred Assets unless permitted by Applicable Law); (xii) subject to Section 6.13, the product package designs, product inserts, product logos and product artwork (whether registered or unregistered) that, as of the date of this Agreement, are Exclusively Related to the Business; (xiii) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Transferred Intellectual Property Rights) against any Person (other than Seller and its Affiliates), in each case Exclusively Related to the Business and not relating to an Excluded Liability; (xiv) any right to be indemnified by a Person (other than the Seller or its Affiliates) in respect of Assumed Liabilities and any Transferred Asset (other than in respect of any Excluded Liabilities); (xv) all goodwill of the Business; (xvi) copies of any Tax Returns of the Seller’s Group and all books and records (including working papers) related thereto, to the extent that such Tax Returns or books and records are Exclusively Related to the Business; (xvii) assets transferred in accordance with Section 6.08 (including Annexes 6.08(k) and 6.08(l)); and (xviii) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Exclusively Related to the Business.

Purchase and Sale of the Transferred Assets. The Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (except with respect to the Business Employee Benefit Plans and the Assigned Lease (subject to the terms of Section 2.08(d)), at the date of termination of the Employee Lease Term), Seller shall, or and shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transferassign, assign transfer and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicablePurchaser, free and clear of all Encumbrances Liens other than Permitted EncumbrancesLiens, and Purchaser shall purchase, acquire, assume and accept from Seller and its Affiliates, pursuant to agreements, notifications, or other instruments in such form, reasonably satisfactory to Purchaser, all of the Seller’s and each of its Affiliates’ such Affiliate’s right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assetsproperties, rights and properties contracts (other than the Excluded Assets and excluding, for the avoidance of doubt, any cash or Investment Assets that are transferred to Purchaser or to the Trust Account in connection with the transactions contemplated by the Reinsurance Agreement or pursuant to the terms of Sections 2.07, 2.09 and 2.10), in each case that exist as of the Closing Date (such assets, properties, rights and contracts to be purchased, acquired, assumed and accepted by Purchaser being referred to in this Section 2.01(b), collectively, herein as the “Transferred Assets”): (a) the Assigned Contracts; (i) the Asset Transferred Real Intellectual Property with all buildings(other than intellectual property rights embodied in Software, fixtures and improvements erected thereonthe Trademarks and domain names licensed to Purchaser pursuant to the Trademark License Agreement) owned by Seller or any of its Affiliates and primarily used in the Business, including the Intellectual Property listed on Schedule II(b); (ii) Workability, including the Transferred Plant Intellectual Property embodied therein, other than Software that is generally commercially available and Equipment;set forth on Section 2.01(b)(ii) of the Seller Disclosure Schedule; and (iii) the Transferred Inventory; all other Software that is necessary to operate Workability, in each case other than (ivA) Software that is generally commercially available, (B) Open Source Software, and (C) the Transferred Accounts Receivable; Seller Software licensed to Purchaser pursuant to the Intellectual Property Agreement (v(i), (ii) and (iii) collectively, the Transferred Books and Records; (vi) the “Transferred Intellectual Property Rights and the Transferred Intellectual Property Contracts; (vii) the Transferred Contracts; (viii) all Marketing Authorization Data; (ix) all Commercial Information; (x) all Medical Information; (xi) all Product Approvals and all Product Applications and all other Permits Exclusively Related to the Business (it being agreed, however, that no such Product Approval or Product Application or Permit is required to be Transferred or included in the Transferred Assets unless permitted by Applicable LawProperty”); (xiic) all furniture, fixtures, equipment (including computer hardware), supplies and other tangible personal property of the Business, in each case to the extent listed on Schedule II(c); (d) the Books and Records, the transfer of which shall be subject to Section 6.135.05; (e) all advertising, the product package designsmarketing, product inserts, product logos sales and product artwork (whether registered or unregistered) that, as of the date of this Agreement, are Exclusively Related promotional materials relating directly and primarily to the Business; (xiiif) all claimsrights and claims under any and all warranties extended by suppliers, causes vendors, contractors, manufacturers and licensors to the extent in relation to any of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Transferred Intellectual Property Rights) against any Person (other than Seller and its Affiliates), hardware assets included in each case Exclusively Related to the Business and not relating to an Excluded LiabilityTransferred Assets; (xivg) any right subject to be indemnified by a Person the terms of Section 2.08(d), the real estate lease listed on Schedule II(g) (other than the Seller or its Affiliates“Assigned Lease”) and all installations, fixtures, improvements and benefits in respect of Assumed Liabilities and any Transferred Asset (other than in respect of any Excluded Liabilities)connection therewith; (xvh) all goodwill of the Business; (xvi) copies of any Tax Returns of the Seller’s Group and all books and records (including working papers) related thereto, to the extent that such Tax Returns or books and records are Exclusively Related to the Business; (xvii) assets transferred in accordance with Section 6.08 (including Annexes 6.08(k) and 6.08(l)phone numbers listed on Schedule II(h); and (xviiii) other than any Excluded Assets, all other assets, properties or rights assets of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Exclusively Related to the BusinessBusiness listed on Schedule II(i).

Purchase and Sale of the Transferred Assets. The Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (except with respect to the Business Employee Benefit Plans and the Assigned Lease (subject to the terms of Section 2.08(d)), at the date of termination of the Employee Lease Term), Seller shall, or and shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transferassign, assign transfer and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicablePurchaser, free and clear of all Encumbrances Liens other than Permitted EncumbrancesLiens, and Purchaser shall purchase, acquire, assume and accept from Seller and its Affiliates, pursuant to agreements, notifications, or other instruments in such form, reasonably satisfactory to Purchaser, all of the Seller’s and each of its Affiliates’ such Affiliate’s right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assetsproperties, rights and properties contracts (other than the Excluded Assets and excluding, for the avoidance of doubt, any cash or Investment Assets that are transferred to Purchaser or to the Trust Account in connection with the transactions contemplated by the Reinsurance Agreement or pursuant to the terms of Sections 2.07 , 2.09 and 2.10 ), in each case that exist as of the Closing Date (such assets, properties, rights and contracts to be purchased, acquired, assumed and accepted by Purchaser being referred to in this Section 2.01(b), collectively, herein as the “Transferred Assets”): (a) the Assigned Contracts; (i) the Asset Transferred Real Intellectual Property with all buildings(other than intellectual property rights embodied in Software, fixtures and improvements erected thereonthe Trademarks and domain names licensed to Purchaser pursuant to the Trademark License Agreement) owned by Seller or any of its Affiliates and primarily used in the Business, including the Intellectual Property listed on Schedule II(b); (ii) Workability, including the Transferred Plant Intellectual Property embodied therein, other than Software that is generally commercially available and Equipment;set forth on Section 2.01(b)(ii) of the Seller Disclosure Schedule; and (iii) the Transferred Inventory; all other Software that is necessary to operate Workability, in each case other than (ivA) Software that is generally commercially available, (B) Open Source Software, and (C) the Transferred Accounts Receivable; Seller Software licensed to Purchaser pursuant to the Intellectual Property Agreement (v(i), (ii) and (iii) collectively, the Transferred Books and Records; (vi) the “Transferred Intellectual Property Rights and the Transferred Intellectual Property Contracts; (vii) the Transferred Contracts; (viii) all Marketing Authorization Data; (ix) all Commercial Information; (x) all Medical Information; (xi) all Product Approvals and all Product Applications and all other Permits Exclusively Related to the Business (it being agreed, however, that no such Product Approval or Product Application or Permit is required to be Transferred or included in the Transferred Assets unless permitted by Applicable LawProperty”); (xiic) all furniture, fixtures, equipment (including computer hardware), supplies and other tangible personal property of the Business, in each case to the extent listed on Schedule II(c); (d) the Books and Records, the transfer of which shall be subject to Section 6.135.05; (e) all advertising, the product package designsmarketing, product inserts, product logos sales and product artwork (whether registered or unregistered) that, as of the date of this Agreement, are Exclusively Related promotional materials relating directly and primarily to the Business; (xiiif) all claimsrights and claims under any and all warranties extended by suppliers, causes vendors, contractors, manufacturers and licensors to the extent in relation to any of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Transferred Intellectual Property Rights) against any Person (other than Seller and its Affiliates), hardware assets included in each case Exclusively Related to the Business and not relating to an Excluded LiabilityTransferred Assets; (xivg) any right subject to be indemnified by a Person the terms of Section 2.08(d) , the real estate lease listed on Schedule II(g) (other than the Seller or its Affiliates“Assigned Lease”) and all installations, fixtures, improvements and benefits in respect of Assumed Liabilities and any Transferred Asset (other than in respect of any Excluded Liabilities)connection therewith; (xvh) all goodwill of the Business; (xvi) copies of any Tax Returns of the Seller’s Group and all books and records (including working papers) related thereto, to the extent that such Tax Returns or books and records are Exclusively Related to the Business; (xvii) assets transferred in accordance with Section 6.08 (including Annexes 6.08(k) and 6.08(l)phone numbers listed on Schedule II(h); and (xviiii) other than any Excluded Assets, all other assets, properties or rights assets of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Exclusively Related to the BusinessBusiness listed on Schedule II(i).

Purchase and Sale of the Transferred Assets. The Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (except with respect to the Business Employee Benefit Plans and the Assigned Lease (subject to the terms of Section 2.08(d)), at the date of termination of the Employee Lease Term), Seller shall, or and shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transferassign, assign transfer and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicablePurchaser, free and clear of all Encumbrances Liens other than Permitted EncumbrancesLiens, and Purchaser shall purchase, acquire, assume and accept from Seller and its Affiliates, pursuant to agreements, notifications, or other instruments in such form, reasonably satisfactory to Purchaser, all of the Seller’s and each of its Affiliates’ such Affiliate’s right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assetsproperties, rights and properties referred to in this Section 2.01(b), collectively, the Transferred Assets): (i) the Asset Transferred Real Property with all buildings, fixtures and improvements erected thereon; (ii) the Transferred Plant and Equipment; (iii) the Transferred Inventory; (iv) the Transferred Accounts Receivable; (v) the Transferred Books and Records; (vi) the Transferred Intellectual Property Rights and the Transferred Intellectual Property Contracts; (vii) the Transferred Contracts; (viii) all Marketing Authorization Data; (ix) all Commercial Information; (x) all Medical Information; (xi) all Product Approvals and all Product Applications and all other Permits Exclusively Related to the Business (it being agreed, however, that no such Product Approval or Product Application or Permit is required to be Transferred or included in the Transferred Assets unless permitted by Applicable Law); (xii) subject to Section 6.13, the product package designs, product inserts, product logos and product artwork (whether registered or unregistered) that, as of the date of this Agreement, are Exclusively Related to the Business; (xiii) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Transferred Intellectual Property Rights) against any Person contracts (other than Seller the Excluded Assets and its Affiliatesexcluding, for the avoidance of doubt, any cash or Investment Assets that are transferred to Purchaser or to the Trust Account in connection with the transactions contemplated by the Reinsurance Agreement or pursuant to the terms of Sections 2.07, 2.09 and 2.10), in each case Exclusively Related to that exist as of the Business Closing Date (such assets, properties, rights and not relating to an Excluded Liability; (xiv) any right contracts to be indemnified purchased, acquired, assumed and accepted by a Person Purchaser being referred to herein as the “Transferred Assets”): (other than a) the Seller or its Affiliates) in respect of Assumed Liabilities and any Transferred Asset Assigned Contracts; (other than in respect of any Excluded Liabilitiesb); (xv) all goodwill of the Business; (xvi) copies of any Tax Returns of the Seller’s Group and all books and records (including working papers) related thereto, to the extent that such Tax Returns or books and records are Exclusively Related to the Business; (xvii) assets transferred in accordance with Section 6.08 (including Annexes 6.08(k) and 6.08(l)); and (xviii) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Exclusively Related to the Business.