Transfer of Purchased Assets (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.
Purchase and Sale of Purchased Assets Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product Business.
Condition of Purchased Assets The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.
Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.
SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)