Common use of Purchase Assets Clause in Contracts

Purchase Assets. The Group shall purchase, free and clear of all liens and encumbrances other than those arising from Practice Related Liabilities (as defined below), from Administrator and/or Parent or their Affiliates, as the case may be, pursuant to subparagraph (c) below, all assets, tangible or intangible, real or personal, of Administrator, Parent or their Affiliates that relate primarily to the Professional Operations or the Technical Operations other than Administrator's, Parent's or their Affiliates' accounting and financial records (the "Purchase Assets"), including, but not limited to, without duplication, (i) all equipment, furniture, fixtures, furnishings, inventory, supplies, improvements, additions and leasehold improvements utilized by the Professional Operations or the Technical Operations, (ii) any real estate owned by Administrator, Parent or Affiliates that is occupied by or used primarily for the benefit of the Professional Operations or the Technical Operations, (iii) all unamortized intangible assets (including, without limitation, goodwill) set forth on the financial statements of Administrator, Parent or their Affiliates used solely in connection with the Professional Operations or the Technical Operations, or otherwise resulting from the Acquisition; provided, however, that no amortization with respect to the goodwill associated with the Acquisition shall be set forth on such financial statements, (iv) all Confidential and Proprietary Information that relates solely to the Professional Operations or the Technical Operations, and (v) all other assets that would be set forth on a balance sheet of Administrator, Parent or their Affiliates prepared as of the date of the Purchase Closing relating primarily to the Professional Operations or the Technical Operations.