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, and Parent will cause Seller to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, 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 connection with the Business, free and clear of all Liens and encumbrances, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date (collectively with any proceeds and awards referred to in SECTION 1.10, the "ASSETS"), including, without limitation, the following:

Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller Sellers will, and Parent will cause Seller Sellers to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's rightSellers' rights, title and interest interests in, to and under all of the Assets assets and Properties properties of Seller Sellers used or held for use in connection with the Business, free and clear of all Liens and encumbrancesLiens, except as otherwise provided in SECTION Section 1.01(b), as the same shall exist on the Closing Date (collectively with any proceeds and awards referred to in SECTION 1.10Section 1.11, the "ASSETSAssets"), including, without limitation, the following:

Assets Transferred. On the terms and subject to the conditions ------------------ set forth in this Agreement, Seller Sellers will, and Parent will cause Seller Sellers to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's rightSellers" rights, title and interest interests in, to and under all of the Assets assets and Properties properties of Seller Sellers used or held for use in connection with the Business, free and clear of all Liens and encumbrancesLiens, except as otherwise provided in SECTION Section 1.01(b), as the same shall exist on the --------------- Closing Date (collectively with any proceeds and awards referred to in SECTION 1.10Section ------- 1.11, the "ASSETSAssets"), including, without limitation, the following:: ----