Sale and Purchase of the Business. 2.1 Sale and Purchase of the Business
2.1.1 the Seller shall procure that the Business Sellers shall sell and assign that part of the Business which is not carried on by the Company immediately before Closing; and
2.1.2 the Seller shall procure that the Share Seller shall sell the Share in accordance with Clause 2.2;
2.1.3 the Purchaser shall purchase and accept, or procure the purchase and acceptance by one or more other members of the Purchaser’s Group of that part of the Business which is not carried on by the Company immediately before Closing; and
2.1.4 the Purchaser shall purchase and accept, or procure the purchase and acceptance by another member of the Purchaser’s Group of, the Share, such that the Seller shall directly or indirectly relinquish and the Purchaser shall directly or indirectly acquire the Business as a going concern.
Sale and Purchase of the Business. 2.1 Subject to the Conditions being satisfied, the Seller shall sell and the Purchaser shall purchase the Assets with a view to the Purchaser carrying on the Business from Completion as a going concern in succession to the Seller.
2.2 The Seller shall sell the Assets free from all Encumbrances. Property and risk in those Assets shall vest in the Purchaser on Completion.
2.3 The Seller covenants with the Purchaser that it has the right to sell and transfer the full legal and beneficial interest in the Assets to the Purchaser on the terms set out in this agreement.
Sale and Purchase of the Business. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller and Seller's Affiliates will sell, convey, assign, transfer and deliver to Buyer the Acquired Assets and Assumed Liabilities, and Buyer will purchase, acquire, accept and assume, the Acquired Assets and Assumed Liabilities; provided, however, the Supply Contracts and certain purchase orders, contracts, agreements and other obligations or portions thereof described in Section 6.04, will be sold, conveyed, assigned, transferred and delivered to Buyer by Seller or Seller's Affiliates, and Buyer will purchase, acquire, accept and assume the rights and Assumed Liabilities with respect thereto pursuant to Section 6.04.
Sale and Purchase of the Business. On the Completion Date subject in all instances to each of the terms and conditions contained in this Agreement, the Vendor shall sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall acquire from the Vendor, the Assets, and shall assume the Assumed Liabilities, and only those Liabilities, in exchange for the Purchase Price.
Sale and Purchase of the Business. 2.1 Subject to the provisions of this Agreement the Vendor shall sell with full title guarantee and the Purchaser shall purchase free from all charges, liens, equities and encumbrances and with effect (save as expressly provided otherwise in this Agreement) from the date of this Agreement, the Business as a going concern comprising the following assets of the Vendor for the following sums:
2.1.1 the Goodwill for the sum of 75,000 pounds
2.1.2 the Property for the sum of 1 pound
2.1.3 the Equipment for the sum of 66,964.86 pounds but excluding the Excluded Assets.
2.2 The aggregate consideration for the sale by the Vendor of the Business shall be the sum of 141,965.86 pounds.
Sale and Purchase of the Business. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller will sell, convey, assign, transfer and deliver to Buyer the Acquired Assets, and Buyer will purchase, acquire and accept, the Acquired Assets. Anything contained in this Agreement or in any of the other Transaction Documents to the contrary notwithstanding, Buyer will not assume pursuant to this Agreement or any of the other Transaction Documents any liabilities or obligations of Seller or any other Person, whether or not relating to the Business.
Sale and Purchase of the Business. 3.1 The Seller shall sell and, where any of the Assets are held by a member of the Seller’s Group, the Seller shall procure that member of the Seller’s Group to sell, the Assets to the Buyer or a Nominated Buyer Company free from all Security Interests and adverse rights of any description, and the Buyer shall (or shall procure that a Nominated Buyer Company shall) purchase the Assets with a view to carrying on the Business as a going concern in succession to the Seller or any relevant member of the Seller’s Group, with effect from the Effective Time on the terms and subject to the conditions of this Agreement.
3.2 The following shall be included in the sale under this Agreement:
(a) the Goodwill;
(b) the Leasehold Properties;
(c) the Fixtures and Fittings;
(d) the ICT Systems;
(e) the benefit of the Contracts;
(f) the Intellectual Property;
(g) the Technical Information;
Sale and Purchase of the Business. 2.1 Subject to the provisions of this Agreement the Vendor shall sell and the Purchaser shall purchase with effect from the Transfer Date the Business as a going concern and the following assets of the Business for the following sums:
2.1.1 the Goodwill for the sum equal to the Cash Consideration the Earn-out and the Agreed Liabilities less the amounts calculated in accordance with clauses 2.1.2 to clause 2.1.10
2.1.2 the Lease for the sum of $1
2.1.3 the Equipment for the sum determined in accordance with the Completion Accounts
2.1.4 the benefit (subject to the burden) of the Contracts for the sum of $1
2.1.5 the benefit (subject to the burden) of the Computer Software Licences (including for the avoidance of doubt the benefit of all guarantees given to the Vendor in respect thereof or relating thereto) for the sum of $1
2.1.6 the Records for the sum of $1
2.1.7 the Stock for the sum determined in accordance with the Completion Accounts
Sale and Purchase of the Business. Subject to the provisions of this Agreement, including fulfilment of the Conditions, ICI shall sell (or procure the sale of), with full title guarantee, and the Purchaser shall purchase (or procure the purchase by the other Purchasers of), as at and from the ROW Transfer Time (in respect of the ROW Business) and as at and from the Indian Transfer Time (in respect of the Indian Business), free from all liens, charges, equities and encumbrances (other than Permitted Liens), the Business as a going concern comprising the following properties, rights and other assets, namely:
(a) the Business Goodwill;
(b) the Business Debtors;
(c) the Business Stock;
(d) the Business Plant and Machinery;
(e) the Business Properties;
(f) the benefit (subject to the burden) of the Business Contracts;
(g) all right and title of any member of the ICI Group (other than the Companies) in or to the Business IP (subject to Clause 20.2 (The Co-owned Patents)); and
(h) the Primary Books and Records and the Secondary Books and Records; and which, in the case of the Business Assets relating to the German Business, the U.S. Business, the Japanese Business, the Malaysian Business, the Indian Business, the Russian Business and the Spanish Business shall be sold on and subject to the terms of the relevant Local Agreement (provided always that the provisions of this Agreement shall prevail over any Local Agreement in the event of a conflict, unless expressly stated otherwise in the relevant Local Agreement). Unless expressly provided to the contrary by the terms of a Local Agreement, ICI and the Purchaser (as applicable) shall procure that each of the parties to the Local Agreements shall not assert, or seek to assert, against any other party to them, any provision(s) of a Local Agreement if and to the extent that any such provision(s) shall be in conflict with the provisions of this Agreement. Back to Contents
Sale and Purchase of the Business. 2.1 Subject to the provisions of this Agreement the Vendor shall sell and the Purchaser shall purchase for the Consideration with effect from the Completion Date the Business as a going concern and the Assets and without prejudice to the generality of the foregoing the Assets shall include in particular the following assets of the Business:
2.1.1 the Goodwill;
