Common use of The Transaction Clause in Contracts

The Transaction. On the Closing Date, and at the Closing Time, on, and in all instances subject to, each of the terms, conditions, provisions and limitations specified in this Agreement, the Seller shall sell, transfer, convey, assign, deliver and set over to the Purchaser, by instruments satisfactory in form and substance to the Purchaser, and the Purchaser shall acquire from the Seller, the Acquired Assets, subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. The assets specified on Schedule 2.1 to this Agreement, the provisions of which, by this reference, are made a part of this Agreement as though specified completely and specifically at length in this Section 2.1, are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course and in the same manner as that in which such business has been conducted in the immediate past, including, but not limited to, all Proprietary Rights of the Seller so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or resulting from such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for, any of the Liabilities of the Seller, other than those Liabilities expressly specified on Schedule 2.1 and accepted by the Purchaser pursuant to this Section 2.1.

The Transaction. On the Closing Date, and at the Closing Time, on, and in all instances subject to, each of the terms, conditions, provisions and limitations specified in this Agreement, the Seller shall sell, transfer, convey, assign, deliver and set over to the Purchaser, by instruments satisfactory in form and substance to the Purchaser, and the Purchaser shall acquire from the Seller, the Acquired Assets, subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. The Seller represents that the assets specified on Schedule 2.1 to this Agreement, the provisions of which, by this reference, are made a part of this Agreement as though specified completely and specifically at length in this Section 2.1, 2.1 are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course and in the same manner as that in which such business has been conducted in the immediate past, including, but not limited towithout limitation, all Proprietary Rights of the Seller so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or resulting from arising out of such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for, any of the Liabilities of the Seller, Seller other than those Liabilities expressly specified on Schedule 2.1 and accepted by the Purchaser pursuant to in this Section 2.1.