Common use of Purchase and Sale; Assignment and Assumption Clause in Contracts

Purchase and Sale; Assignment and Assumption. Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all Liens except for Permitted Liens. Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assign to Buyer the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assume from Seller the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted Liens.

Purchase and Sale; Assignment and Assumption. (a) Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all Liens liens, claims, mortgages or encumbrances except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all Liens liens, claims, mortgages or encumbrances except for Permitted Liens. . (b) Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assign to Buyer the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted LiensRochester Hills Lease, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assume from Seller the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted LiensRochester Hills Lease.