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

Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “Acquired Assets”): (a) the Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “Assumed Contracts”); (b) all Account Agreements (other than, for the avoidance of doubt, the Excluded Account Agreements); (c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off Time; (d) all Account Prepaids; (e) the Account Files; and (f) any Tax refunds (or credits) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement.

Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “"Acquired Assets”"): (a) the Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “"Assumed Contracts”"); (b) all Account Agreements (other than, for the avoidance of doubt, the Excluded Account Agreements); (c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off Time; (d) all Account Prepaids; (e) the Account Files; and (f) any Tax refunds (or credits) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement.

Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “Acquired Assets”): (a) the all (i) Plan Sponsor Agreements and (ii) other Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “Assumed Contracts”); (b) all Account Agreements (other thanincluding, for the avoidance of doubt, the Excluded Account Agreementsrights to serve as the Trustee or custodian in accordance with the terms thereof); (c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off Time; (d) all Account Prepaids;; and (e) the Account Files; and (f) any Tax refunds (or credits) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement.

Sale and Purchase of the Acquired Assets. On Subject to and upon the terms and subject to the conditions of set forth in this Agreement and the Ancillary AgreementsAgreement, at the Closing, Seller shall (and the Owner Parties shall cause Seller to) sell, transfer, assignconvey, convey assign and deliver to BuyerFederated (or to any advisory Subsidiaries of Federated designated by Federated), and Buyer Federated (or its designated advisory Subsidiaries) shall purchase and or acquire from Seller, free and clear of all the rightEncumbrances (other than Permitted Encumbrances), all rights, title and interest as of the Cut Off Time of Seller in in, to and under (a) all assets of Seller (except for the Retained Assets), and (b) all goodwill of Seller related to the following such assets and rightsthe Business (collectively, but excluding any Excluded Assets (collectivelynot including the Retained Assets, the “Acquired Assets”): (a) the Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “Assumed Contracts”); (b) all Account Agreements (other than, for . For the avoidance of doubt, the Excluded Acquired Assets include: (a) All SMA Contracts; (b) All Direct Account Agreements)Contracts; (c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off TimeAll Subadvised Fund Contracts (other than any Investment Advisory Contract); (d) all Account PrepaidsAll Collective Trust Contracts; (e) All Hedge Fund Contracts and any general partnership interests of Seller in the Account Files; andHedge Funds; (f) any Tax refunds All Intellectual Property Contracts; (or creditsg) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement.All Vendor Contracts;