Following the consummation of the Asset Transfer, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of the rights, title and interest of Seller in, to and under the Units, free and clear of all Liens, for an aggregate purchase price equal to the Closing Date Purchase Price, payable and subject to adjustment as set forth in Article II .