Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, contribute, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities), whether arising prior to, on or following the Petition Date, and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, all rights, titles and interests of every kind and nature of Sellers (including indirect and other forms of beneficial ownership) in and to all of the properties, assets and rights of Sellers (contractual or otherwise), whether tangible or intangible, real, personal or mixed, wherever located and by whomever possessed, whether or not required to be reflected on a balance sheet prepared in accordance with GAAP, including any such properties, rights, interests and other assets acquired by Sellers after the Effective Date and prior to the Closing Date, and including the following assets of Sellers, whether or not listed below, but # in the case of

Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, contribute, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities), whether arising prior to, on or following the Petition Date, and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, all rights, titles and interests of every kind and nature of Sellers (including indirect and other forms of beneficial ownership) in and to all of the properties, assets and rights of Sellers (contractual or otherwise), whether tangible or intangible, real, personal or mixed, wherever located and by whomever possessed, whether or not required to be reflected on a balance sheet prepared in accordance with GAAP, including any such properties, rights, interests and other assets acquired by Sellers after the Effective Date and prior to the Closing Date, and including the following assets of Sellers, whether or not listed below, but # in the case of Sections 2.1(h), 2.1(i), 2.1(l) and 2.1(m), including only such assets that are expressly assumed thereunder and # in all

The Acquired Assets constitute all of the assets of Sellers (including all Contracts, Permits and properties of Sellers) necessary in all material respects to conduct the Business as presently conducted. Subject to the entry of the Sale Order, following the Closing, Purchaser shall have the right to use all of the Acquired Assets free and clear of any Liens (except Permitted Liens) and Liabilities.