Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, with the exception of the Excluded Assets, [[Organization A:Organization]] shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase from [[Organization A:Organization]], free and clear of all Encumbrances, all of [[Organization A:Organization]]'s right, title and interest in, to and under all of the assets, properties and rights of [[Organization A:Organization]], to the extent that such assets, properties and rights exist as of the Closing Date and relate to the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Business and Purchased Assets. Subject toAt the terms and conditions set forth herein, atClosing (as defined below), the Closing, with the exceptionSeller shall (and shall cause each Seller Affiliate that owns or holds any of the Excluded Assets, [[Organization A:Organization]] shallPurchased Assets to) sell, assign, transfer, convey and deliver to Purchaser, andthe Purchaser shall purchase from [[Organization A:Organization]], free and clear of(or to any Purchaser Affiliate designated by the Purchaser) all Encumbrances, all of [[Organization A:Organization]]'s right, title and interest in, toheld by the Seller (and each applicable Seller Affiliate) in and under all of the assets, properties and rights of [[Organization A:Organization]], to the extent that such assets, propertiesPurchased Assets (as defined below), free of any Encumbrances, other than Permitted Encumbrances, on the terms and rights exist as of the Closing Date and relatesubject to the Business (collectively,conditions set forth in this Agreement. For purposes of this Agreement, “Purchased Assets” shall mean, other than the “Purchased Assets”), including, without limitation, the following:Excluded Assets: