Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined herein), and Buyer hereby agrees to purchase from Seller, all of the Seller's right, title and interest in, to and under all of the business, properties, assets, goodwill, rights and claims and property owned by Seller and used in the business of the Schools of the types set forth below (the "Purchased Assets"), free and clear of all mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature except as described on Schedule 5.8(b) (such --------------- mortgages, pledges, liens, etc., as described on Schedule 5.8(b), the "Permitted --------------- Exceptions"), and except for the Excluded Assets (as defined in Section 1.2 hereof):
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Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined hereinin Section 3.1), and Buyer hereby agrees to purchase from SellerSeller at the Closing, all of the Seller's right, title and interest in, in and to and under all of the business, properties, assets, goodwill, rights and claims and property assets owned or used by Seller in connection with or relating to the Business, whether tangible or intangible, whether real or personal and used wherever located (other than the Excluded Assets as defined in the business of the Schools of the types set forth below Section 1.2) (the "Purchased Assets"), free and clear of all mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature nature, except as otherwise described on in Schedule 5.8(b) 5.4 (such --------------- mortgages, pledges, liens, etc., as described on Schedule 5.8(b), the "Permitted --------------- Exceptions"), and except for including without limitation, the Excluded Assets (as defined in Section 1.2 hereof):following:
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Samples: Asset Purchase Agreement (Mediq Inc)
Purchased Assets to be Transferred. Subject to the terms and ---------------------------------- conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined herein)Closing, and Buyer hereby agrees to purchase from SellerSeller at the Closing, all of the Seller's right, title and interest in, in and to and under all of the business, properties, assets, goodwill, rights and claims and property owned by Seller and used in the business of the Schools of the types set forth below following assets (the "Purchased Assets"), free and clear of subject to all existing mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature except nature, including without limitation the Assumed Liabilities and as otherwise described on in Schedule 5.8(b) 5.8 (such --------------- mortgages, pledges, liens, etc., as described on Schedule 5.8(b), collectively the ------------ "Permitted --------------- Exceptions"), and except for the Excluded Assets (as defined in Section 1.2 hereof):
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Purchased Assets to be Transferred. Subject to the terms and ---------------------------------- conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing Tier Closings (as defined hereinin Section 2.4), and Buyer hereby agrees to purchase from SellerSeller at the Tier Closings, all of the Seller's right, title and interest in, in and to and under all of the business, properties, assets, goodwill, rights and claims and property owned by Seller and used in the business of the Schools of the types set forth below following assets (the "Purchased Assets"), free and clear of subject to all existing mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature except nature, including without limitation the Assumed Liabilities and as otherwise described on in Schedule 5.8(b) 5.6 ------------ (such --------------- mortgages, pledges, liens, etc., as described on Schedule 5.8(b), collectively the "Permitted --------------- Exceptions"), and except for the Excluded Assets (as defined in Section 1.2 hereof):
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