Sale of Business and Assets. 2.1 The Sellers agree to sell with full title guarantee free from any Encumbrances and the Buyer agrees to purchase as at the Transfer Date the Business comprising the Assets with all attached or accrued rights as at the Transfer Date. Each of the Sellers and the Buyer believe that the transfer of the Business constitutes a supply for VAT purposes within Schedule 5 VATA.
Sale of Business and Assets. Neither the Hive-down Agreement nor compliance with the terms of this Agreement nor any Ancillary Agreement shall:
Sale of Business and Assets. Compliance with the terms of this Agreement shall not:
Sale of Business and Assets. 2.1 The Seller shall sell with full title guarantee and the Buyer shall purchase with effect from the Completion Date the Business as a going concern and the Transferred Assets free from any Encumbrances and with all attached or accrued rights as at the Completion Date on the terms and subject to the conditions of this Agreement.
Sale of Business and Assets. The parties hereby agree that, on the Closing Date, the Seller shall sell and the Buyer shall purchase, for the consideration set forth below, all of the Seller's assets and the Business as a going concern, including without limitation, all property, rights, and business of every type and description, real, personal and mixed, tangible and intangible, constituting the Business, all of the Seller's goodwill, all contracts and contract rights with customers of the Business, all contracts and contract rights with temporary employees or contractors of the Business, any employee or contractor non-competition agreements in favor of Seller, leases and lease deposits, sales and supply contracts, leases, all cash on hand in banks, accounts receivable, all Intellectual Property (including, without limitation, source code for all of the Seller's products) and Confidential Information, use of the name "Peritronics", and any variations thereof, patents, trademarks, trade names, brand names, and copyrights, and all pending applications therefor and interests thereunder, inventions, processes, know-how, formulae, trade secrets, equipment, fixtures, rights under contracts and agreements, franchises, all rights in any funds of whatever nature, books and records (excluding the corporate minute books and stock transfer records), candidate and employee lists, all telephone and fax numbers, all telephone listings, and all other property and rights of every kind and nature owned or held by the Seller on the Closing Date or then used by the Seller, whether or not specifically referred to in this Agreement. Such sale shall be made free and clear of all liens, encumbrances, and restrictions of any kind.
Sale of Business and Assets. On the Closing Date (as defined below), the Seller shall sell and the Buyer shall purchase, for the consideration set forth in Section 2 below:
Sale of Business and Assets. 1.1 The Seller hereby grants, conveys, delivers, bargains, sells, transfers, assigns and sets over, "as is" and without representation or warranty of any kind, to the Buyer, its successors and assigns, all of the Seller's right, title and interest in and to the Cleveland Assets and the Cleveland Business (collectively, the "Cleveland Business and Assets").
Sale of Business and Assets. 7 3. CONSIDERATION.........................................................9 4. VAT...................................................................9 5. COMPLETION...........................................................10
Sale of Business and Assets. 2.1 The Company at the direction of the Administrators shall sell and the Purchaser shall buy with effect from the Completion Date such right, title and interest as the Company then has in the following assets:
Sale of Business and Assets. Subject to the terms and conditions set forth in this agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer and Buyer agrees to purchase from Seller its Business and Assets.
