Common use of Assets Conveyed Clause in Contracts

Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSING") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, on the terms set forth herein, all of the Seller's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENS"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCES" shall mean (a) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the value of the Assets for use in the Business and (b) those Liens described in Section 3.2

Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSINGClosing") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller AHD shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, purchase on the terms set forth herein, all of the SellerAHD's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENSLiens"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCESPermitted Encumbrances" shall mean (a) the lien of current taxes not yet due and payable, (b) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the use or value of the Assets for use in the Business and (bc) the Assumed Liabilities and liens and security interests associated therewith (as defined below). The "Assets" shall mean all those Liens described personal, tangible and intangible properties, and the real property and improvements of AHD used in Section 3.2connection with the operation of the Facilities as set forth below other than Excluded Assets (as defined below) including without limitation, those more