Common use of Purchase and Sale of Business Clause in Contracts

Purchase and Sale of Business. Seller shall assign, transfer, convey and deliver to the Purchaser all of its right, title and interest in and to the properties, assets, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever located (each of which is referred to as an "Asset") relating to or comprising the Business; and including, without limitation, all equipment and machinery; goodwill and all unfilled customer orders or service requests; all inventories, accounts receivable, cash on hand and xxxxx cash, prepayments, notes receivable, advances, deposits and other receivables; all leaseholds, fixtures and leasehold improvements; all supplies, vehicles, furniture, office furnishings and fixtures; all claims, rights and benefits under contracts, purchase orders or otherwise; all coverage under Seller's existing insurance policies (if VTI so elects); all trade names and service marks and registrations and applications therefor, trademarks, trademark applications and registrations, copyright applications and registrations, patents and patent applications and registrations; all trade secrets, know-how, licenses, processes, formulae (excluding "Red Express"), royalties, customer lists and files, inventories, discoveries, improvements, proprietary or technical information, computer hardware and software, data, plans, specifications, drawings and the like, all memberships; all financial, inventory, marketing, personnel, and other books and records, product literature and advertising; governmental permits, approvals and authorization (excluding telephone exchange); all business records and plans, all licenses, assignments, secrecy and royalty agreements relating to any proprietary rights or trade secrets; and (i) all of the Assets reflected on the Balance Sheet of the respective specific Business operation as of the Closing Date; and (ii) Assets of a nature not normally reflected on a Balance Sheet in accordance with generally accepted accounting principles which are used primarily in or are primarily related to the Business; and (iii) those Assets held by other divisions or affiliates of the Seller set forth on Exhibit A attached to this Agreement. The Assets described above and as set forth within Exhibit "A" are referred to collectively as the "Seller's Assets."

Purchase and Sale of Business. Seller shall assign, transfer, convey and deliver to the Purchaser all of its right, title and interest in and to the rights, properties, assets, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located (each of which is referred to as an "Asset") relating to or comprising the Business; and including, without limitation, all real property, buildings, equipment and machinery; goodwill and all unfilled customer orders or service requests; all inventories, accounts receivable, cash on hand and xxxxx cash, prepayments, notes receivable, advances, deposits and other receivables; all leaseholds, fixtures and leasehold improvements; all supplies, vehicles, furniture, office furnishings and fixtures; all claims, rights and benefits under contracts, purchase orders or otherwise; all coverage under Seller's existing insurance policies (if VTI so elects)policies; all trade names and service marks and registrations and applications therefor, trademarks, trademark applications and registrations, copyright applications and registrations, patents and patent applications and registrations; all trade secrets, know-how, licenses, processes, formulae (excluding "Red Express")formulae, royalties, customer lists and files, inventoriesinventions, discoveries, improvements, proprietary or technical information, computer hardware and software, data, plans, specifications, drawings and the like, ; all memberships; all financial, inventory, marketing, personnel, and other books and records, product literature and advertising; governmental permits, approvals and authorization (excluding telephone exchange)authorizations; all business records and plans, ; all licenses, assignments, secrecy and royalty agreements relating to any proprietary rights or trade secrets; and (i) all of the Assets reflected on the Balance Sheet balance sheet of the respective specific Business operation as of the Closing Date; and; (ii) Assets of a nature not normally reflected on a Balance Sheet balance sheet in accordance with generally accepted accounting principles which are used primarily in or are primarily related to the Business; and (iii) those Assets held by other divisions or affiliates of the Seller set forth on Exhibit A attached to this Agreement. and The Assets described above and as set forth within Exhibit "A" are referred to collectively as the "Seller's Assets."