Common use of Purchase of Assets and Assumption of Liabilities Clause in Contracts

Purchase of Assets and Assumption of Liabilities. In reliance upon the representations, warranties and covenants contained in this Agreement as of the date hereof and on the Closing Date, (i) the Purchaser agrees to purchase, and the Company agrees to sell, the Assets (as defined below) of the IM Division from the Company, and (ii) the Purchaser agrees to assume the Assumed Liabilities of the IM Division (as defined below), in each case on the terms and conditions set forth in this Agreement. The sale, transfer, conveyance, assignment and delivery of the Assets by the Company shall convey (x) good and valid title to the Assets that are tangible assets, (y) all of the Company's interests in and to the Assets that are intangible assets, and (z) good and valid title to the Assets that are, and all of the Company's interests in and to the Assets that are, mixed assets, free and clear of any and all Encumbrances, except for the Assumed Liabilities and the Permitted Encumbrances.

Purchase of Assets and Assumption of Liabilities. In reliance upon the representations, warranties and covenants contained in this Agreement as of the date hereof and on the Closing Date, (i) the Purchaser agrees to purchase, and the Company agrees to sell, (i) purchase the Assets (as defined below) of the IM Division from the Company, Company and (ii) the Purchaser agrees to assume the Assumed Liabilities of the IM Division (as defined below), in each case on the terms and conditions set forth in this Agreement. The sale, transfer, conveyance, assignment and delivery of the Assets by the Company shall convey (x) good and valid title to the Assets that are tangible assets, (y) all of the Company's ’s interests in and to the Assets that are intangible assets, and (z) good and valid title to the Assets that are, tangible portion and all of the Company's valid and enforceable interests in and to the intangible portion of the Assets that are, are mixed assets, free and clear of any and all Encumbrances, except for the Assumed Liabilities and the Permitted Encumbrances.