Common use of Asset Purchase Clause in Contracts

Asset Purchase. Upon the terms and subject to the conditions of this Agreement, and except for the assets set forth on Schedule 2.1(a) hereof, at the Closing, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Seller, one hundred percent (100%) of the assets of the Seller, tangible and intangible, wherever located, whether or not listed in the Financial Statements (the “Purchased Assets”). The Purchased Assets include, without limitation: (i) all accounts receivable of Seller; (ii) the Beauty Brands and Costco orders; (iii) all Seller customer relationships; and (iv) and all formulas related to the Per-fekt products. The Purchased Assets shall be sold, transferred and assigned free and clear of all Liens and Encumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, the Purchased Assets will not include any of the assets listed on Schedule 2.1(a) (collectively, the “Excluded Assets”).