Common use of Transfer of Assets by Seller Clause in Contracts

Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all the assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses of Seller of every kind and description as the same shall exist on the Closing Date (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are owned by, leased by or in the possession of Seller, whether or not reflected on the books and records of Seller (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including, without limitation, all right, title and interest of Seller in, to and under:

Transfer of Assets by Seller. (a) Upon the terms and subject to the conditions of set forth in this Agreement and in reliance upon the representations, warranties warranties, covenants and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, Liens other than Permitted Liens, all of the assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses of Seller of every kind and description as the same shall exist on the Closing Date (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are owned byused, leased by useable or held for use in the possession of SellerDivision, whether or not reflected on the books and records of Seller (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including), including without limitationlimitation the following assets (to the extent such assets are used, all right, title and interest of Seller in, to and under:useable or held for use in the Division):

Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, Closing all the assets, properties, rights, licenses, permits, contracts, causes of action, action and claims, operations and businesses of Seller of every kind and description as the same shall exist on at the Closing Date Effective Time (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are used, owned by, leased by or in the possession of SellerSeller in connection with the Business, whether or not reflected on the books and records of Seller Seller, including all assets shown on the May 31 Balance Sheet and not disposed of in the ordinary course of business or as permitted by this Agreement prior to the Effective Time (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations action and businesses claims to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including, including without limitation, limitation all right, title and interest of Seller in, to and underunder the following to the extent used, owned by, leased by or in the possession of Seller in connection with the Business at the Effective Time:

Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller Sellers and each Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, Liens other than Permitted Liens, all the assets, properties, rights, licenses, permits, contracts, causes of action, action and claims, operations and businesses of Seller of every kind and description (other than the Excluded Assets) as the same shall exist on the Closing Date (other than the Excluded Assets)Date, wherever located, whether tangible or intangible, real, personal or mixed, that are used by, owned by, leased by or in the possession of Sellersuch Seller in connection with the Business, whether or not reflected on the books and records of Seller such Seller, including all assets shown on the 1999 Balance Sheet and not disposed of in the ordinary course of business or as permitted by this Agreement prior to the Closing Date (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations action and businesses claims to be transferred to Buyer by Seller Sellers pursuant hereto are referred to collectively herein as the "Transferred Assets") and including, including without limitation, limitation all right, title and interest of Seller the Company in, to and underunder the following, to the extent owned or leased by the Company at the time of Closing:

Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, Closing all the assets, properties, rights, licenses, permits, contracts, causes of action, action and claims, operations and businesses of Seller of every kind and description as the same shall exist on the Closing Effective Date (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are used, owned by, leased by or in the possession of SellerSeller in connection with the Business, whether or not reflected on the books and records of Seller Seller, including all assets shown on the Adjusted February 28 Balance Sheet (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations action and businesses claims to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including, including without limitation, limitation all right, title and interest of Seller in, to, and under the following, in any and all such cases to and underthe extent used, owned by, leased by or in the possession of Seller in connection with the Business on the Effective Date: