Complete Conveyance. Except for the Excluded Assets, the assets included in the Purchased Assets constitute all of the assets of the Vendor used in carrying on the Business and constitute all of the assets of the Business set forth on or reflected in the Financial Statements, other than assets acquired since the Statements Date or disposed of, utilized or consumed since the Statements Date in the ordinary course of the Business. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Business in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.
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Complete Conveyance. Except for the Excluded Assets, the assets included in the Purchased Assets constitute all of the assets of the Vendor used in carrying on the Business and constitute all of the assets of the Business set forth on or reflected in the Audited Financial Statements, other than assets acquired since the Audited Statements Date or disposed of, utilized or consumed since the Audited Statements Date in the ordinary course of the Business. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Business in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.
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Sources: Asset Purchase Agreement