Common use of The Asset Purchase Clause in Contracts

The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4), ADI shall purchase and acquire from Artistic, and Artistic shall convey, assign, transfer and sell to ADI, all of Artistic's right, title and interest in and to the Assets described in Annex 1, including the assets listed on the balance sheet of Artistic as set forth on Schedule 1.1 (the "Assumed Balance Sheet Assets"), and including the assets relating to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses as set forth on Schedule 1.1A (the "Joint Assets") to the extent the Joint Assets relate to the P&C Businesses, with such additions, deletions and replacements as may have occurred between the date hereof and the Closing Date (as defined in Section 1.4) in the ordinary course of business consistent with Section 4.1 or as the parties may otherwise agree is necessary to make any corrections thereto (it being understood that the Assets shall not include any assets, properties and other rights relating to the check business of Artistic and those assets, properties and other rights set forth in Schedule 1.1B (the "Excluded Assets")). At the Closing, Artistic shall deliver to ADI such specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to ADI and Artistic and their respective counsel, as shall be reasonably requested by ADI to effectively vest in ADI title to all the Assets. Simultaneously with the delivery of such instruments, Artistic shall transfer to ADI originals of all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data relating to and reasonably necessary for the continued operation of the P&C Businesses.