Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all its assets, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) including: (a) software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further described on Exhibit A hereto; (b) all prepaid amounts received for work to be performed by Seller on or after the Closing Date; (c) all Intellectual Property rights associated with the foregoing. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or assets not listed in Exhibit A; or (iv) any interest in and to 6 Consulting, Ltd., a private limited company organized under the laws of the United Kingdom (collectively, the “Excluded Assets”).

Sale and Transfer of Assets. On the Closing Date, subject Subject to the terms and conditions hereinafter set forth, the Seller agrees hereby sells, assigns and transfers to sellthe Buyer and the Buyer hereby purchases, conveyacquires and accepts from the Seller, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Sellereffective as of the Closing Date, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the assets soldExcluded Assets, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) ), including, without limitation: (a) software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further described all tangible assets identified on Exhibit A heretoSchedule 5(n); (b) all prepaid amounts received for work to be performed by Seller on or after the Closing Datesoftware products; (c) all customer contracts relating to the Business, service agreements with placement agencies, employment agreements with Transferred Employees and any other contracts relating to the Business, other than employment agreements with employees other than Transferred Employees; (d) all Intellectual Property rights associated of Seller, and any licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the foregoinglaws of all jurisdictions. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. Canadian and non-U.S. Canadian patents, and applications for either; (2) registered and unregistered trademarkstrade-marks, service marks and other indicia of origin, pending trademark trade-xxxx and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or assets not listed in Exhibit A; or (iv) any interest in and to 6 Consulting, Ltd., a private limited company organized under the laws of the United Kingdom (collectively, the “Excluded Assets”).;

Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the assets soldExcluded Assets, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) ), including, without limitation: (a) all software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further described on Exhibit A heretoproducts; (b) all prepaid amounts received for work the customer contracts relating to be performed by Seller the Business identified on or after the Closing DateExhibit A; (c) the “CAS System” and all other Intellectual Property rights associated of Seller, and any licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the foregoinglaws of all jurisdictions. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or assets not listed in Exhibit A; or (iv) any interest in and to 6 Consulting, Ltd., a private limited company organized under the laws of the United Kingdom (collectively, the “Excluded Assets”).;

Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the assets soldExcluded Assets, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) ), including, without limitation: (a) the software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further products described on Exhibit A heretoA; (b) all prepaid amounts received for work the customer contracts relating to be performed by Seller the Business identified on or after the Closing DateExhibit A; (c) all Intellectual Property rights associated of the Seller, and any licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the foregoinglaws of all jurisdictions. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or assets not listed in Exhibit A; or (iv) any interest in and to 6 Consulting, Ltd., a private limited company organized under the laws of the United Kingdom (collectively, the “Excluded Assets”).;

Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the assets soldExcluded Assets, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) ), including, without limitation: (a) the software product commonly referred to as “iSales”, which also includes the “iDatabaseMetrics Portal”, as further described on Exhibit A heretoA; (b) all prepaid amounts received for work the customer contracts relating to be performed by Seller the Business identified on or after the Closing DateExhibit A; (c) all Intellectual Property rights associated with the foregoing, and any licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; and (iii) any contracts or assets not listed in of Seller set forth on Exhibit A; or (iv) any interest in and to 6 Consulting, Ltd., a private limited company organized under the laws of the United Kingdom B (collectively, the “Excluded Assets”).