Common use of Sale of the VIA Operations Clause in Contracts

Sale of the VIA Operations. 2.3.1 There shall be as the Relevant Purchaser may elect: (a) transferred to such Group Company with effect from Closing or (b) included in the sale of the VIA Operations under this Agreement or, where relevant, the Local Transfer Documents, which shall be sold free from Encumbrances (including the entire legal and beneficial ownership) except for Permitted Encumbrances: (i) the Business Intellectual Property; (ii) the Goodwill; (iii) the Moveable Assets; (iv) the rights of the Seller arising under the Contracts (on the terms set out in Schedule 3); (v) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of the Claims; and (vi) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of any claim under an insurance policy to the extent such claim relates exclusively to any Business Asset or Assumed Liability. 2.3.2 Subject to Clause 2.3.3, with effect from Closing the Seller agrees to transfer, or to procure the transfer (to the extent it is able so to do), and the Relevant Purchaser or such Group Company as the Relevant Purchasers may elect, agrees to accept the transfer of, and to assume, duly and punctually pay, satisfy, discharge, perform or fulfil, all Liabilities incurred by the Seller in relation to the Relevant Employees (in accordance with and subject to the provisions of Schedule 4) and the Contracts. The Seller agrees with the Relevant Purchasers that such Liabilities shall be transferred to and assumed by the Relevant Purchasers or a member of the Purchasers’ Group (including the Group Companies) so that the Relevant Purchasers shall have such Liabilities (so far as the same can be lawfully transferred) and so that the Relevant Purchasers or the Group Company, as the case may be, shall have and be entitled to the benefit of the same rights, powers, remedies, claims, defences, obligations and conditions (including, without limitation, rights of set-off and counterclaim) as the Seller enjoyed.

Sale of the VIA Operations. 2.3.1 There shall be as the Relevant Purchaser may elect: (a) transferred to such Group Company with effect from or before Second Closing or (b) included in the sale of the VIA Operations under this Agreement or, where relevant, the Local Transfer Documents, which shall be sold free from Encumbrances (including the entire legal and beneficial ownership) except for Permitted Encumbrances: (i) the Business Intellectual Property; (ii) the Goodwill; (iii) the Moveable Assets; (iv) the rights of the Seller Sellers arising under the Contracts (on the terms set out in Schedule 3); (v) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of the Claims; and; (vi) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of any claim under an insurance policy to the extent such claim relates exclusively to any Business Asset or Assumed Liability. 2.3.2 Subject to Clause 2.3.3, with effect from Second Closing the Seller agrees Relevant Sellers agree to transfer, or to procure the transfer transfer, (to the extent it is they are able so to do), ) and the Relevant Purchaser or such Group Company as the Relevant Purchasers may elect, agrees to accept the transfer of, and to assume, duly and punctually pay, satisfy, discharge, perform or fulfil, all Liabilities incurred by the Seller Relevant Sellers in relation to the Relevant Employees (in accordance with and subject to the provisions of Schedule 4) and the Contracts. The Seller agrees Relevant Sellers agree with the Relevant Purchasers that such Liabilities shall be transferred to and assumed by the Relevant Purchasers or a member of the Purchasers’ Group (including the Group Companies) so that the Relevant Purchasers shall have such Liabilities (so far as the same can be lawfully transferred) and so that the Relevant Purchasers or the Group Company, as the case may be, shall have and be entitled to the benefit of the same rights, powers, remedies, claims, defences, obligations and conditions (including, without limitation, rights of set-off and counterclaim) as the Seller Relevant Sellers enjoyed.

Sale of the VIA Operations. 2.3.1 There shall be as the Relevant Purchaser may elect: (a) transferred to such Group Company with effect from Closing or (b) included in the sale of the VIA Operations under this Agreement or, where relevant, the Local Transfer Documents, which shall be sold free from Encumbrances (including the entire legal and beneficial ownership) except for Permitted Encumbrances: (i) the Business Intellectual Property; (ii) the Goodwill; (iii) the Moveable Assets; (iv) the rights of the Seller Sellers arising under the Contracts (on the terms set out in Schedule 3); (v) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of the Claims; and; (vi) the benefit (so far as the same can lawfully be assigned or transferred to the Relevant Purchasers) of any claim under an insurance policy to the extent such claim relates exclusively to any Business Asset or Assumed Liability. 2.3.2 Subject to Clause 2.3.3, with effect from Closing the Seller agrees Relevant Sellers agree to transfer, or to procure the transfer (to the extent it is they are able so to do), ) and the Relevant Purchaser or such Group Company as the Relevant Purchasers may elect, agrees to accept the transfer of, and to assume, duly and punctually pay, satisfy, discharge, perform or fulfil, all Liabilities incurred by the Seller Relevant Sellers in relation to the Relevant Employees (in accordance with and subject to the provisions of Schedule 4) and the Contracts. The Seller agrees Relevant Sellers agree with the Relevant Purchasers that such Liabilities shall be transferred to and assumed by the Relevant Purchasers or a member of the Purchasers’ Group (including the Group Companies) so that the Relevant Purchasers shall have such Liabilities (so far as the same can be lawfully transferred) and so that the Relevant Purchasers or the Group Company, as the case may be, shall have and be entitled to the benefit of the same rights, powers, remedies, claims, defences, obligations and conditions (including, without limitation, rights of set-off and counterclaim) as the Seller Relevant Sellers enjoyed.