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. Compliance with the terms of this Agreement shall not:
(A) cause the Business to lose the benefit of any right or privilege ABI presently enjoys;
(B) relieve any person of any obligation to the Business (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by the Business, or to exercise any right in respect of the Business;
(C) result in any client or supplier of the Business from ceasing to deal with ABI or to reduce substantially its existing level of business;
(D) result in the Company being required to sell any asset used or to be used in the Business or any person being entitled to buy any asset, the result of which in any such case is material to the Business; or
(E) result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Business.
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:
(a) The exclusive right to the customer lists and associated goodwill of the Seller listed on Schedule 1(a);
(b) The leasehold interest in the Seller's laboratory testing equipment, sometimes described as reagent rental agreements, listed on Schedule 1(b);
(c) The leasehold interest in the Seller's assets listed on Schedule 1(c); and
(d) Those assets of the Seller listed on Schedule 1(d). The assets described in this Section are collectively called the "Assets."
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.
2.2 The Transferred Assets shall comprise the following assets (except insofar as they are included in the Excluded Assets):
2.2.1 the Equipment;
2.2.2 the Customer Database;
2.2.3 the Licences;
2.2.4 the benefit (subject to the burden) of all the Business Contracts so far as the Seller can assign the same and subject to the provisions of Clause 6 below;
2.2.5 the Leased Assets (subject to and with the benefit of the Leasing and Hire Agreements);
2.2.6 the Goodwill;
2.2.7 the Business Records; and
2.2.8 the IT system, to the intent that the Buyer shall from the Completion Date carry on the Business as a going concern.
2.3 Risk in the Transferred Assets shall pass to the Buyer on Completion and title thereto shall pass on Completion in accordance with Clause 5.2 save as otherwise provided in this Agreement. As regards any of the Transferred Assets title to which is capable of passing by delivery, title to such Transferred Assets shall pass by delivery in accordance with Clause 5.2.
Sale of Business and Assets. Neither the Hive-down Agreement nor compliance with the terms of this Agreement nor any Ancillary Agreement shall:
(A) cause the Business to lose the benefit of any right or privilege Screening presently enjoys;
(B) relieve any person of any obligation to the Business (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by the Business, or to exercise any right in respect of the Business;
(C) result in any client or supplier of the Business from ceasing to deal with Screening or to reduce substantially its existing level of business;
(D) result in the Company being required to sell any asset used or to be used in the Business or any person being entitled to buy any asset, the result of which in any such case is material to the Business; or
(E) result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Business.
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.
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").
1.2 The Buyer hereby assumes and agrees to pay, perform and discharge all the Seller's obligations and liabilities (whether direct or indirect, absolute or contingent, known or unknown) incurred by Seller in connection with the Cleveland Business and Assets and outstanding on the date hereof, but only to the extent not performed by Seller on or prior to June 30, 1996 (including, without limitation, under the Sublease and all agreements, contracts and leases ("Agreements") entered into by Seller in connection with the Cleveland Business and Assets); provided that in the event any such -------- ---- Agreements provide for payments by the Seller to a counterparty based on the income (whether gross or net) or net operating profits of the Seller, the Buyer is only assuming such payment obligations to the extent of the income (whether gross or net) or net operating profits of the Cleveland Office of the Seller and not otherwise of the Seller or the Buyer (collectively, the "Assumed Liabilities").
Sale of Business and Assets. As provided under this Agreement, the undersigned Seller agree to sell, transfer, and convey ownership to the undersigned Buyer in relation to the former’s restaurant business subject to the terms and conditions of this Agreement; On the other hand, the undersigned Xxxxx is made aware and fully commits to purchase the said business and to pay the agreed consideration which is provided in the succeeding sections; The undersigned Seller expressly disclose that the subject business asset which will be transferred to the Buyer are free from any liens or other forms of encumbrance.
