On the Closing Date (as hereinafter defined), in consideration of the purchase price determined and payable as set forth in Section 2 below (the "Purchase Price"), and upon and subject to the other terms and conditions set forth in this Agreement, the Seller shall convey, sell, transfer, assign and deliver unto Purchaser, and its successors and assigns forever, and Purchaser shall purchase and acquire all of the right, title and interest of the Seller in and to all of the Seller's assets (and, by such acquisition, the Business, which term shall be deemed to include all businesses conducted by the Seller), including all assets, property and property rights owned, used or held for use by the Seller of every nature and description, tangible and intangible, wherever located, and regardless of whether reflected in the books and records of the Seller, including, but not limited to all assets described in Schedule 1.1(i) hereto, all as the same shall exist on the date of execution of this Agreement (the "Execution Date"), subject to such additions and dispositions as shall have occurred in the ordinary course of business since the Execution Date but excluding those assets, such as cash in bank existing prior to the effective date of the MSA, defined below, described in Schedule 1.1(ii) hereto (the "Excluded Assets") (the assets to be acquired, excluding the Excluded Assets, are hereinafter referred to as the "Assets").