Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser (or an Affiliate of Purchaser designated by Purchaser (the “Purchaser Affiliate”)), and Buyer Purchaser (or the Purchaser Affiliate) shall purchase from Seller, all of Seller’s right, title and interest in in, and to the following assets, propertieswherever located, goodwill and rights whether or not carried on the books of Seller used, held for use, useful for or intended to be used in the BusinessSeller, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchased Assets. Subject to the terms and conditions of contained in this Agreement, at the ClosingClosing the Buyer shall purchase, accept and acquire from the Seller, and the Seller shall sell, transfer, convey, assign assign, transfer and deliver to the Buyer, and Buyer shall purchase from Seller, all of the Seller’s right, title and interest immediately prior to the Closing in and to the Facilities and the following described properties and assets, properties, goodwill including all properties and rights of Seller used, held for use, useful for or intended assets necessary to be used in conduct the Business, other than except to the extent that such properties and assets are Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing the Purchaser shall purchase (or shall cause one or more Acquiring Entities to purchase) from the Seller, and the Seller shall sell, transferassign, transfer and convey (or shall cause one or more of its Affiliates to sell, assign, transfer and convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and ) to the assets, properties, goodwill and rights of Seller used, held for use, useful for Purchaser (or intended to be used in one or more Acquiring Entities) the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase and acquire from each Asset Seller, and each Asset Seller shall (and shall cause the other Asset Sellers to) sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s the Asset Sellers’ respective right, title and interest in and to the assetsPurchased Assets held by such Asset Seller, properties, goodwill free and rights clear of Seller used, held for use, useful for or intended to be used in the Business, all Liens (other than the Excluded Assets (collectively, the “Purchased Assets”Permitted Liens), including, without limitation, for the following:consideration specified below.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s right, title and interest in in, to and to under the assets, properties, goodwill and rights of Seller useddescribed below in this Section 1.1, held for use, useful for whether or intended to be used in not carried on the Business, books of Seller (other than the Excluded Assets Assets) (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell, transfer, convey, transfer and assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and assume from the Seller, all of the Seller’s right, title title, and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:free from any Encumbrances except for Permitted Encumbrances.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser Sub, and Buyer Purchaser Sub shall purchase from Seller, all of Seller’s right, title and interest in in, to and to under the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Businessconduct of the Business of every nature, kind and description, tangible and intangible, wherever located, whether or not carried on the books of Seller (other than the Excluded Assets Assets) (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall, and shall cause the Seller Subsidiaries to, sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerthe Seller Entities, all of Seller’s their respective right, title and interest in in, to and to under the assetsfollowing, properties, goodwill free and rights clear of Seller used, held for use, useful for or intended to be used in the Businessany Encumbrances, other than the Excluded Assets Permitted Encumbrances (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchased Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, transferassign, convey, assign transfer and deliver deliver, or Parent shall or shall cause its other Affiliates in the Seller Group to Buyersell, assign, convey, transfer and deliver, to Purchaser, and Buyer Purchaser shall purchase from Sellerpurchase, acquire and take assignment and delivery of all of Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s 's right, title and interest in and to the assets, properties, goodwill and rights all Proprietary Rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”"PURCHASED ASSETS"), including, without limitation, the following:.

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign assign, transfer and deliver deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to the Buyer, the Purchased Assets, free and Buyer shall purchase from Seller, clear of all of Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, Liens other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:Permitted Liens.

Purchased Assets. Subject At Closing, and subject to the terms and conditions of this Agreement, at the Closing, Seller shall will sell, transferassign, convey, assign convey and deliver transfer to Buyer (or one or more of Buyer’s wholly-owned operating subsidiaries), and Buyer (or one or more of Buyer’s wholly-owned operating subsidiaries) shall purchase purchase, assume and accept from Seller, Seller all of Seller’s assignable and transferable right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:.

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Sellers shall sell, transferassign, convey, assign transfer and deliver to Buyer, and Buyer shall purchase acquire from Seller, all of Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectivelySellers, the “Purchased Assets”), including, without limitation, the following:free and clear of any Liens,

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer B▇▇▇▇ shall purchase from Seller, all of Seller’s right, title and interest in and to all of the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:.

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall (and, as applicable, shall cause its applicable Affiliates to) sell, transfer, convey, deliver, transfer and assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and assume from Sellerthe Seller (and its applicable Affiliates), all of the Seller’s (and its applicable Affiliates’) right, title title, and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used Purchased Assets in the BusinessTerritory, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:free from any Encumbrances except for Permitted Encumbrances.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s right, title and interest in all of the Purchased Assets, and all Intellectual Property associated therewith. ▇▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇▇ is receiving a copy of the Purchased Assets from Seller and that Seller will retain the right to use the Purchased Assets, subject to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used Exclusive Rights (as defined in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”Section 11.5), including, without limitation, the following:.

Purchased Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, transferassign, convey, assign transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerpurchase, acquire and take assignment and delivery of all of Seller’s 's assets (wherever located) used in the operation of the Business (except those assets covered by the Services Agreement plus the Excluded Assets), including all of Seller's right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Parent and Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Parent and Seller, all of Parent’s and Seller’s right, title and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for use or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at as of the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Buyer, all of Seller’s right, title and interest in in, to and to under the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be assets (i) exclusively used in the Business, other than operation of the Excluded Assets Business or (collectively, ii) otherwise described on Exhibit B (collectively the “Purchased Assets”), including, without limitation, the following:.

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall (and shall cause each of its Affiliates to) sell, transfer, convey, transfer and assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire from Sellerthe Seller and its Affiliates, all of the Seller’s and its Affiliates’ right, title title, and interest in and to the assets, properties, goodwill and rights of Seller used, held for use, useful for or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:free from any Encumbrances except for Permitted Encumbrances.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerBuyer or cause to be sold, transferred, conveyed, assigned and delivered, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the following assets, properties, goodwill and rights of Seller used, held for use, useful for use or intended to be used in the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, free and clear of all Encumbrances, all of Seller’s ' s right, title and interest in in, to and to under only the following assets, properties, goodwill and rights of Seller used, held for use, useful for or intended reasonably necessary to be used in conduct the Business, Business consistent with past practices (other than the Excluded Assets Assets) (collectively, the “"Purchased Assets”), including, without limitation, the following:"):

Purchased Assets. Subject to Except for the Excluded Assets, upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest of Seller in and to all of the assetsPurchased Assets, properties, goodwill free and rights clear of Seller used, held for use, useful for or intended to be used in the Businessall Liens. The term “Purchased Assets” means, other than the Excluded Assets (collectivelyAssets, all of the “Purchased Assets”)assets of Seller, including, without limitation, including the following: