Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to the following assets of Seller (collectively, the "Assets"):

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, convey, transfer and assign deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Seller's right, title and interestinterest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date (as defined in Section 3.01 hereof), in and to the following assets of Seller (collectively, the "Purchased Assets"):

Transfer of Assets. On Subject to the other terms and subject conditions herein set forth, the Seller shall sell, convey, transfer, assign and deliver to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of any Lien, and the Buyer shall purchase and acquire from the Seller, on the Closing Date, all of Seller's rightthe assets, title properties, claims and interest, rights specifically identified in the referenced schedules of this Agreement (hereinafter collectively referred to as of the Closing Date (as defined in Section 3.01 hereof“Purchased Assets”), in and to . The Purchased Assets shall include the following assets of Seller (collectively, the "Assets"):following:

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing "Closing" (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the "Closing Date Date" (as defined in Section 3.01 hereof), in and to the following assets of Seller Seller, all of which are primarily related to or used in conjunction with the Business or the XxXxxxx Facility (collectively, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the following assets of Seller set forth below (collectively, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to certain of the following assets of Seller the Business, as listed on Schedule 1.01 (collectivelythe “Assets”), the "Assets"):including:

Transfer of Assets. On At the terms and Closing, subject to the satisfaction or waiver of the conditions set forth in this AgreementSections 9.3 and 9.4 hereof, Seller shall, at the Closing (as defined in Section 3.01 hereof), shall sell, convey, assign and transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, without recourse against Seller except as provided in this Agreement, all of Seller's right, title title, and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets of Seller (collectively, referred to herein collectively as the "Assets"):

Transfer of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), of this Agreement) Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following properties, assets and rights of Seller (collectively, except for the excluded assets set forth in Section 1.02 hereof, but including any intellectual and/or proprietary rights of Seller that are embodied in the following assets, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets of Seller except to the extent such assets constitute Excluded Assets (collectively, the "“Assets"”):

Transfer of Assets. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), shall sell, transfer convey, transfer, assign and assign deliver to Buyer, and Buyer shall purchase purchase, accept and acquire from Sellerreceive, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets Acquired Assets, free and clear of Seller all Encumbrances (collectively, other than Permitted Encumbrances and Assumed Liabilities) such transaction to be effective as of 12:01 A.M. on the "Assets"):Closing Date.

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, convey, transfer and assign deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Seller's right, title and interestinterest in, as of to and under the Closing Date (as defined in Section 3.01 hereof)real and installed personal property, in and tangible or intangible, principally related to the Business, including the following assets of Seller and properties, except as otherwise provided in Section 2.2 (collectively, the "Purchased Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign and transfer and assign to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, all of Seller's right’s rights, title and interestinterest in, as of the Closing Date (as defined in Section 3.01 hereof), in to and to the following under those certain rights and assets of Seller set forth below (collectively, the "“Conveyed Assets"”):

Transfer of Assets. On At the Closing, and upon the terms and subject to the conditions set forth in this Agreement, Seller shallshall sell, at the Closing (as defined in Section 3.01 hereof), sellassign, transfer and assign convey to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets of Seller (collectively, the "Assets"):. 2.2

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined closing referred to in Section 3.01 hereof3 (the "Closing"), Seller shall sell, assign, grant and transfer and assign to Buyer, and Buyer shall purchase and acquire accept from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to substantially all of the assets of Seller, including the following assets of Seller (collectively, the "Assets"):

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, convey, transfer and assign deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Seller's right, title and interestinterest in, as of the Closing Date (as defined in Section 3.01 hereof), in to and to under the following assets of Seller and properties, except as otherwise provided in Section 2.2 (collectively, the "Purchased Assets"):

Transfer of Assets. On the terms Upon and subject to the terms and conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, convey, assign, transfer and assign deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets assets, properties and rights of Seller (collectivelythe “Acquired Assets”), excluding, however, the "Excluded Assets")::

Transfer of Assets. On the terms and Seller will, subject to the conditions set forth in provisions of this Agreement, Seller shall, at : (i) execute and deliver to Buyer an Assignment satisfying the Closing requirements of Paragraph 2.3; and (as defined in Section 3.01 hereof), sell, ii) transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to any funds received by Seller after the following assets of Seller (collectively, the "Assets"):Effective Date.

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to BuyerBuyers, and Buyer Buyers shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the following assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth in Section 1.02 hereof, the "Assets"):), including, but not limited to:

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at on the Closing (as defined in Section 3.01 hereof)Date, Seller shall sell, assign, convey, transfer and assign deliver to BuyerBuyer free and clear of any Liens other than Permitted Liens, and Buyer shall purchase and acquire from Seller, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to all of the following assets of Seller property and assets, real, personal or mixed, tangible and intangible, wherever located (collectively, the "“Assets"”):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 3.1 hereof), in and to all of the following assets of Seller (collectively, the "Assets"):) identified below:

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, the Seller shall sell, transfer convey, transfer, assign and assign deliver to Buyer, and Buyer shall purchase and acquire from the Seller, all of the Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets Purchased Assets free and clear of Seller (collectively, the "Assets"):all Encumbrances.

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, Seller shallhereby agrees to sell, at assign, transfer, convey and deliver to Buyer on the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to BuyerDate, and Buyer shall agrees to purchase and acquire from Seller, all of Seller's right, title and interestinterest in, the following assets, free and clear of all Liens, except as of otherwise provided in this Agreement, but excluding the Closing Date (as defined assets described in Section 3.01 hereof), in and to the following assets of Seller 1.3 (collectively, the "Station Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the following assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth in Section 1.02 hereof, the "Assets"):), including, but not limited to:

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereofhereinafter defined), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerSeller free and clear of all liens, claims and encumbrances, except as otherwise provided herein, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereofhereinafter defined), in and to the following assets of Seller (collectively, the "“Acquired Assets"):”) identified below:

Transfer of Assets. On the terms Upon and subject to the terms and conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, convey, assign, transfer and assign deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets assets, properties and rights of Seller (collectively, the "“Acquired Assets"”):

Transfer of Assets. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), shall sell, transfer convey, transfer, assign and assign deliver to Buyer, and Buyer shall purchase purchase, accept and acquire from Sellerreceive, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following assets Acquired Assets free and clear of Seller (collectivelyany Encumbrances other than Permitted Encumbrances, such transaction to be effective as of the "Assets"):opening of business on the Closing Date.

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to the following assets of Seller related to, or used in conjunction with, the Business (collectively, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, sell, transfer transfer, assign and assign deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof)Date, in and to the following assets of Seller (collectively, except for the Excluded Assets, the "Assets"):

Transfer of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign Seller will sell to Buyer, and Buyer shall will purchase and acquire from Seller, free and clear of all Encumbrances, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to the following properties, assets and rights of Seller (collectively, except for the Excluded Assets described in Section 1.02 hereof, the "Assets"):

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, convey, transfer and assign deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Seller's ’s right, title and interestinterest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date (as defined in Section 3.01 hereof)Date, in and but only to the following assets extent of Seller the Seller’s Interests (collectively, the "“Purchased Assets"”):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof)Date, in and to the following assets of Seller directly related to, or necessarily used in conjunction with, the Facility (collectively, except for the excluded assets set forth in Section 2.2 hereof, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller Sellers shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the following assets of Seller Sellers that are directly related to the Business and that are identified in this Article I and as set forth on Schedule 1 to this Agreement (collectively, the "“Assets"):”).

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller Sellers shall, at the Closing (as defined in Section 3.01 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of Seller's Sellers’ right, title and interest, as of the Closing Date (as defined in Section 3.01 3.1 hereof), in and to all of the following assets of Seller Sellers related to or used in the Business (collectively, except for the "assets specifically enumerated or described in Section 1.2 hereof as being excluded, the “Assets"):”), including, but not limited to:

Transfer of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, Seller shall, at on the Closing (as defined in Section 3.01 hereof)Date, Seller shall sell, convey, assign, transfer and assign deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to the following assets of Seller relating to the Station free and clear of all Liens, except for Permitted Liens, except as provided in Section 2.2 hereof, including, but not limited to, the following (collectively, the "Assets"):

Transfer of Assets. On the terms and subject to the conditions set forth in of this Agreement, Buyer shall purchase from Seller, and Seller shallshall sell, at the Closing (as defined in Section 3.01 hereof), sellassign, transfer and assign deliver to Buyer, and Buyer shall purchase and acquire from Selleron the Closing Date, all of Seller's rightthe properties and assets of such Seller related to, title and interestderived from, as or used in the operation of the Closing Date Business, wherever located, excepting only the Excluded Assets (as defined in Section 3.01 hereofthe "Purchased Assets"), in and to the following assets of Seller (collectivelyspecifically including, without limitation, the "Assets"):following:

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to substantially all of the following assets of Seller the Business (collectivelythe “Assets”), the "Assets"):including: