Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, and deliver to Purchaser, and Purchaser (or its designee) shall purchase and accept delivery from Seller of,

Sale and Purchase of Assets. Subject to all of On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase from Seller, all of Seller’s right, title and accept delivery from Seller of,interest in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing the Seller shall sellsell assign, transfer, convey and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase from the Seller, free and accept delivery from clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller of,identified on Schedule 2.1 (the “Assets”).

Sale and Purchase of Assets. Subject to all of On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing Seller Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser (or its designee) shall purchase purchase, acquire and accept delivery from Seller of,the Sellers, free and clear of all Liens and liabilities, all of Sellers’ right, title and interest in and to the following:

Sale and Purchase of Assets. Subject to all of the terms and conditions of stated in this Agreement, at the Closing Seller Closing, the Sellers shall sellconvey, transfer, transfer and deliver to Purchaser, Buyer and Purchaser (or its designee) Buyer shall purchase and accept delivery acquire from Seller of,the Sellers, whether owned by Sellers or any Affiliate thereof, all right, title and interest in and to the following assets (the “Acquired Assets”), wherever located, free and clear of all Encumbrances:

Sale and Purchase of Assets. (a) Subject to all of the terms and conditions of this Agreement, at the Closing hereunder, Seller shall sell, assign, transfer, deliver and deliver convey to Purchaser, and Purchaser (or its designee) shall purchase purchase, acquire and accept delivery from Seller of,Seller, the Acquired Assets as of the Effective Time, free and clear of all Liens, except Permitted Liens, for the Purchase Price specified below in Section 1.6.

Sale and Purchase of Assets. Subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller shall convey, transfer and deliver to Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title and interest in and to all of the terms operating assets and conditions properties of this AgreementSeller, at tangible and intangible, of every kind and description owned by Seller in connection with the Closing Product Line, wherever located, free and clear of all Encumbrances other than the Seller shall sellRetained Security Interest (the “Acquired Assets”), transferincluding, and deliver to Purchaserwithout limitation, and Purchaser (or its designee) shall purchase and accept delivery from Seller of,the following:

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Seller shall sellsell assign, transfer, convey and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase from the Seller, free and accept delivery from clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller of,identified on Schedule 2.1 (the “Assets”).

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Seller will sell, assign, transfer and convey to the Buyer, and the Buyer will purchase, acquire and accept from the Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller’s assets of every kind and description (other than the Excluded Assets) on the Closing Seller shall sellDate (the “Purchased Assets”), transfer, and deliver to Purchaser, and Purchaser (or its designee) shall purchase and accept delivery from Seller of,including:

Sale and Purchase of Assets. Subject to all of Upon the terms and subject to the conditions of this Agreement, at the Closing Buyer shall purchase from Seller and Seller shall sell, transfer, assign and deliver to PurchaserBuyer at Closing, all of Seller's interest in and Purchaser to the following assets and properties (or its designee) shall purchase the "Assets"), free and accept delivery from Seller of,clear of any Encumbrances, other than Permitted Encumbrances:

Sale and Purchase of Assets. Subject On the Closing Date (as hereinafter defined) and subject to all of the terms and conditions of contained in this Agreement, at the Closing Seller shall sell, transfer, assign and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase purchase, assume and accept delivery from Seller, free and clear of all liens and encumbrances, all right, title and interest in and to all of the following assets owned by Seller of,(the "Assets"):

Sale and Purchase of Assets. Subject On the Closing Date (as hereinafter defined) and subject to all of the terms and conditions of contained in this Agreement, at the Closing Seller shall sell, transfer, assign and deliver to PurchaserBuyers, and Purchaser (or its designee) Buyers shall purchase purchase, assume and accept delivery from Seller, free and clear of all liens and encumbrances, all right, title and interest in and to all of the assets owned by Seller of,(the "Assets"), including, but not limited to the following:

Sale and Purchase of Assets. Subject to all of On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing Closing, Seller shall will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser shall purchase, all of Seller’s assets, properties and rights used in or useful to the operation of the Business, including the following assets, but excluding the Excluded Assets (or its designee) shall purchase and accept delivery from Seller of,subject to Section 2.2, the "Purchased Assets"):

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at on the Closing Date (defined below), Seller shall will sell, transferassign, transfer and convey to Buyer or its designees, and deliver to Purchaser, and Purchaser (Buyer or its designee) shall purchase designees will purchase, acquire and accept delivery from Seller, free and clear of Encumbrances, all of Seller’s rights, title and interest in and to the following assets of Seller of,(the “Purchased Assets”):

Sale and Purchase of Assets. Subject to all of the terms and conditions of this AgreementAgreement (including Section 2.02 ), at the Closing Seller shall sell, assign, transfer, convey and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase purchase, acquire, pay for and accept delivery from Seller, all right, title and interest of Seller of,and its Affiliates in the Territory in, to and under the following assets, properties, privileges, claims and rights (collectively, the “Assets”), free and clear of all Encumbrances:

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Seller Closing, Sellers shall sell, assign, transfer, deliver and deliver convey to PurchaserBuyer the Acquired Assets, free and Purchaser clear of all Liens (or its designeeother than Permitted Liens) shall purchase of every kind, nature and accept delivery from Seller of,description for the Purchase Price specified below in Section 2.8.

Sale and Purchase of Assets. Subject to all of the terms and --------------------------- conditions of this Agreement, at the Closing Closing, Seller shall sell, assign, transfer, deliver and deliver convey to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase, the Acquired Assets, free and clear of all Liens other than Permitted Liens, for the purchase and accept delivery from Seller of,price specified in Section 2.2.

Sale and Purchase of Assets. Subject to all of At the Closing, upon the terms and subject to the conditions of this Agreement, at the Closing Purchaser shall purchase from Seller, and Seller shall sell, transferconvey, assign and deliver otherwise transfer to Purchaser, all of Seller’s right, title and Purchaser interest (whether statutory, common law or its designeeotherwise) shall purchase in and accept delivery from Seller of,to the following, in each case as in existence as of the Closing but excluding the Excluded Assets (collectively, the “Acquired Assets”):

Sale and Purchase of Assets. Subject to all of On the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, Seller shall sell, convey, transfer, assign and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase purchase, receive and accept delivery from Seller of,Seller, substantially all of Seller’s assets, including all of Seller’s right, title and interest in, to and under the assets set forth below, but excluding the Excluded Assets (collectively, the “Purchased Assets”):

Sale and Purchase of Assets. Subject to all of Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, Seller shall sell, transfer, and deliver assign to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase from Seller, free and accept delivery from Seller of,clear of all claims, liabilities, encumbrances, liens and security interests of any kind whatsoever, the Business as a going concern, and all of Seller's rights, title, and interest in and to the following assets (the "Assets"):

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Closing, Seller shall sell, assign, transfer, deliver and deliver convey to Purchaser, and Purchaser (or its designee) shall purchase purchase, the Acquired Assets, free and accept delivery from Seller of,clear of all Liens other than Permitted Liens, for the Purchase Price specified in Section 2.2.

Sale and Purchase of Assets. Subject to all of On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing Closing, Seller shall will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser shall purchase, or cause such of its Affiliates to purchase, all of the assets, properties and rights used or useful in the operation of or associated with the Business, including the following assets, but excluding the Excluded Assets (or its designee) shall purchase and accept delivery from Seller of,subject to Section 2.2, the "Purchased Assets"):

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Closing, Seller shall sell, assign, transfer, deliver and deliver convey to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase, the Acquired Assets, free and clear of all Liens other than Permitted Liens, for the purchase and accept delivery from Seller of,price specified in Section 2.2. 2.2

Sale and Purchase of Assets. Subject to all of the terms and conditions of set forth in this Agreement, at the Closing Seller shall sell, convey, transfer, assign and deliver to PurchaserBuyer, and Purchaser (or its designee) shall Buyer agrees to purchase and accept delivery from Seller ofat the Closing, the assets described in this Article 1, on the Closing Date, as the same shall exist on the Closing Date, in such condition and location as the same exist on the Closing Date, all of which are collectively referred to as the "Assets" and individually referred to as an "Asset," including:

Sale and Purchase of Assets. Subject At the Closing (as defined in Section 1.10 hereof) and subject to all of and upon the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, transfer, assign and deliver or cause to be sold, conveyed, transferred, assigned and delivered to Purchaser, and Purchaser will purchase from Seller, free and clear of all security interests, liens, claims, mortgages, debts, charges, restrictions or other encumbrances (or its designee) shall purchase and accept delivery from Seller of,“Liens”), the Purchased Assets (as {M1108931.1 } - 2 -

Sale and Purchase of Assets. Subject to all of the terms and conditions of set forth in this Agreement, at the Closing Seller shall sell, transfer, sell and deliver transfer (or cause to be sold and transferred by its Affiliates) to Purchaser, and Purchaser shall purchase, at the Closing, all of Seller's and its Affiliates' right, title and interest as of the Closing Date in and to the following assets and properties (or its designee) shall purchase and accept delivery from Seller of,collectively, the "Purchased Assets"):