Assets Conveyed. Upon the basis of the representations, warranties, covenants and agreements contained herein, the Company hereby sells, transfers, assigns, conveys and delivers to Equity or a wholly-owned subsidiary of Equity all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties and the real property and improvements of the Company used in connection with the operation of the Business (or used in the past in the operation of the Businesses and to which the Company still holds title), other than Excluded Assets, including without limitation, those more particularly described in the Schedules to this Section 2.01, those in the possession of third parties but to which the Company holds title, and those described below:
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Sources: Asset Purchase Agreement (Equity Marketing Inc), Asset Purchase Agreement (Equity Marketing Inc)