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

Purchase of Assets and Assumption of Liabilities. Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (a) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing (as defined below), substantially all of the Business, Assets (as defined below), properties, goodwill and rights of Seller as a going concern, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected in the books and records of Seller, and (b) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein.

Purchase of Assets and Assumption of Liabilities. Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (ai) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing (as defined below), substantially all of the Business, Assets (as defined below), properties, goodwill goodwill, rights and rights interests of Seller as a going concern, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected in the books and records of Seller, and (bii) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein.