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

Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) Seller hereby agrees to, or to cause one or more of its Affiliates to, sell, assign, transfer, convey and deliver to Buyer or one or more of its Affiliates, and Buyer hereby agrees to purchase or cause one or more of its Affiliates to purchase from Seller and its Affiliates, all of Seller’s and such Affiliates’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) Seller shall assign (or shall cause to be assigned), and Buyer or one or more of its Affiliates shall assume and agree to discharge and perform when due, the Assumed Liabilities. At the Closing, Buyer and Seller shall execute and deliver a ▇▇▇▇ of sale in the form attached hereto as Exhibit N (the “▇▇▇▇ of Sale”) and an assignment and assumption agreement in the form attached hereto as Exhibit O (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.

Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) each Seller hereby agrees to, or and GWLA hereby agrees to cause one or more of its Affiliates the GWLA Subsidiaries to, sell, assign, transfer, convey and deliver to Buyer or one or more of its AffiliatesBuyer, and Buyer hereby agrees to purchase or cause one or more of its Affiliates to purchase from each Seller and its Affiliatesthe GWLA Subsidiaries, all of such Seller’s and such AffiliatesGWLA Subsidiaries’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) each Seller shall assign (or and GWLA shall cause to be assigned), and Buyer or one or more of its Affiliates shall assume and agree to discharge and perform when due, the Assumed LiabilitiesLiabilities of each such Seller and the GWLA Subsidiaries. At the Closing, Buyer Buyer, Sellers and Seller the applicable GWLA Subsidiaries shall execute and deliver a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit N I (the “▇▇▇▇ of Sale”) and an assignment and assumption agreement substantially in the form attached hereto as Exhibit O J (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary or reasonably advisable in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.

Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing: (a) Seller hereby agrees toshall cause Hartford Financial Services, or LLC, its indirect wholly owned Subsidiary, to sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Hartford Financial Services, LLC, all of its right, title and interest in and to the Transferred Equity Interests, free and clear of all Encumbrances; (b) Seller shall, and shall cause one or more of its Affiliates to, sell, assign, transfer, convey and deliver to Buyer or one or more of its AffiliatesBuyer, and Buyer hereby agrees to purchase or cause one or more of its Affiliates to purchase shall purchase, acquire and accept from Seller and its Affiliates, all of Seller’s and such Affiliates’ right, title and interest in and to the Acquired Assets (subject to Section 8.10(a8.11(a)) the Acquired Assets), free and clear of all Encumbrances, other than except for any Permitted Encumbrances; Encumbrances on the Assigned Leases, the Fixtures and Equipment set forth on Schedule 1.1(a) or the tangible Information Technology set forth on Schedule 1.1(a); (bc) Seller shall assign (or shall, and shall cause its Affiliates to, assign to be assigned)Buyer, and Buyer or one or more of its Affiliates shall assume and agree to discharge and perform when dueassume, the Assumed Liabilities. At the Closing, ; and (d) Buyer and Seller shall execute and deliver a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit N O (the “▇▇▇▇ of Sale”) and an assignment and assumption agreement in substantially the form attached hereto as Exhibit O P (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.