Common use of Assets Transferred Clause in Contracts

Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens (other than Bank Liens), all of Seller's right, title and interest in, to and under all of the Assets and Properties of Seller used or held for use in the Business, including without limitation (collectively, the "Acquired Assets"): (i) any and all raw materials, Inventory, equipment, tools, furniture and other tangible personal property, and all warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with such property to the extent transferable; (ii) trade accounts receivable and other evidence of indebtedness or rights to receive payment; (iii) the real property described in Section 1.01(a) of the Disclosure Schedule, and all of the rights arising out of the ownership thereof or appurtenant thereto (the "Real Property"), together with all buildings, structures, facilities, fixtures and other improvements thereto (the "Improvements"); (iv) intangible personal property; Vehicles; tangible property leases; (v) Real Property Leases; (vi) Business Contracts of Seller and the employment agreements of W. Paul ▇▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ted on Section 2.14(a)(i) of the Disclosure Schedule; (vii) prepaid expenses of the Business; (viii) all franchises, permits and licenses of the Business (to the extent transferable); (ix) cash, commercial paper, treasury bills, bank deposits and other cash equivalents of Seller, if any, and all bank accounts of Seller, including the bank account receiving payments of receivables;

Assets Transferred. On IPC agrees to transfer to AAC, as a capital contribution to Aero, and AAC agrees to acquire from IPC, on the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens (other than Bank Liens), all of SellerIPC's entire right, title and interest in, to and under the Business, as a going concern, including all of the Assets assets owned or used by the IPC in connection with or arising out of the Business of every type and Properties description, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller used or held for use in the IPC (all of the assets, properties, rights and business being hereinafter sometimes collectively referred to as the "Assets"), including, but not limited to, (i) All equipment relating to the Business, including without limitation (collectively, the "Acquired Assets"): (i) any and all raw materials, Inventory, equipment, tools, furniture and other tangible personal property, and all warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with such property to the extent transferableequipment set forth on Exhibit A; (ii) trade accounts receivable and other evidence of indebtedness or rights All inventory relating to receive paymentthe Business, including the inventory set forth on Exhibit A; (iii) All accounts and notes receivable relating to the real property described in Section 1.01(a) of Business, including the Disclosure Schedule, and all of the rights arising out of the ownership thereof or appurtenant thereto (the "Real Property"), together with all buildings, structures, facilities, fixtures and other improvements thereto (the "Improvements")accounts receivable set forth on Exhibit A; (iv) intangible personal property; Vehicles; tangible All real property leasesof the Business; (v) Real Property LeasesAll leasehold interests on real or personal property; (vi) Business Contracts of Seller and the employment agreements of W. Paul ▇▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ted on Section 2.14(a)(i) All proprietary information of the Disclosure ScheduleBusiness; (vii) prepaid expenses The benefit of all contracts, unfulfilled or outstanding purchase orders, sales contracts, labor and employee benefit plans, agency agreements, pricing agreements, other commitments and engagements to which the IPC is entitled on the Effective Date (herein defined) and that relate to the Business; (viii) all franchises, permits All cash and licenses cash equivalents of the Business (to the extent transferable);Business; and (ix) cash, commercial paper, treasury bills, bank deposits and other cash equivalents of Seller, if any, and all bank accounts of Seller, including Any goodwill associated with the bank account receiving payments of receivables;Business.

Assets Transferred. On MPMS agrees to transfer to AAC, as a capital contribution to Aero, and AAC agrees to acquire from MPMS, on the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens (other than Bank Liens), all of SellerMPMS's entire right, title and interest in, to and under the Business, as a going concern, including all of the Assets assets owned or used by MPMS in connection with or arising out of the Business of every type and Properties description, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller used or held for use in MPMS (all of the assets, properties, rights and business being hereinafter sometimes collectively referred to as the "Assets"), including, but not limited to, (i) All equipment relating to the Business, including without limitation (collectively, the "Acquired Assets"): (i) any and all raw materials, Inventory, equipment, tools, furniture and other tangible personal property, and all warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with such property to the extent transferableequipment set forth on Exhibit A; (ii) trade accounts receivable and other evidence of indebtedness or rights All inventory relating to receive paymentthe Business, including the inventory set forth on Exhibit A; (iii) All accounts and notes receivable relating to the real property described in Section 1.01(a) of Business, including the Disclosure Schedule, and all of the rights arising out of the ownership thereof or appurtenant thereto (the "Real Property"), together with all buildings, structures, facilities, fixtures and other improvements thereto (the "Improvements")accounts receivable set forth on Exhibit A; (iv) intangible personal property; Vehicles; tangible All real property leasesof the Business; (v) Real Property LeasesAll leasehold interests on real or personal property; (vi) Business Contracts of Seller and the employment agreements of W. Paul ▇▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ted on Section 2.14(a)(i) All proprietary information of the Disclosure ScheduleBusiness; (vii) prepaid expenses The benefit of all contracts, unfulfilled or outstanding purchase orders, sales contracts, labor and employee benefit plans, agency agreements, pricing agreements, other commitments and engagements to which MPMS is entitled on the Effective Date (herein defined) and that relate to the Business; (viii) all franchises, permits All cash and licenses of the Business (to the extent transferable);cash equivalents; and (ix) cash, commercial paper, treasury bills, bank deposits and other cash equivalents of Seller, if any, and all bank accounts of Seller, including Any goodwill associated with the bank account receiving payments of receivables;Business.