the Goodwill the Intellectual Property
the Goodwill. Buyer shall acquire the Purchased Assets free and clear of all liabilities, obligations and commitments, other than the Assumed Liabilities, and free and clear of all Encumbrances.
the Goodwill the Vendor's Fixtures and Fittings;
the Goodwill. Purchaser shall purchase the "
the Goodwill. As soon as is reasonably practicable after the Transfer Date, the Seller shall:
2.2.1 deliver to the Buyer physical possession of all Assets which are capable of transfer by delivery and which are in the Seller’s possession including all discs, materials, documents and source code in whatever medium that embody the Business Intellectual Property Rights and the IT system; and
2.2.2 deliver to the Buyer the assignments of ownership of the Domain Names. Risk in the Assets shall pass to the Buyer upon the Transfer Date. LICENCE OF BUSINESS NAME The Seller hereby grants an irrevocable, worldwide, royalty free, transferable, exclusive licence to the Buyer to use the Business Name for any purpose that the Buyer sees fit. VAT The Consideration is exclusive of all and any VAT which may be payable and the parties to this agreement intend that section 49(1) of VATA 1994 and paragraph 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the transfer of the Assets under this agreement and accordingly the Seller and Buyer agree to use all reasonable endeavours to procure that the transfer of the Assets under this agreement is treated as neither a supply of goods nor a supply of services for the purposes of VAT. If, notwithstanding Clause 4.1 VAT is chargeable in connection with the transfer of the Assets under this agreement, the Buyer shall pay the Seller the amount of that VAT immediately on receipt of the relevant VAT invoice together with a copy of confirmation from HM Revenue & Customs that VAT is payable. The Employees The parties acknowledge and agree that the sale pursuant to this agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, the contracts of employment of, and collective agreements relating to the Employees shall be transferred to the Buyer pursuant to TUPE with effect from the Transfer Date. If any contract of employment of, or collective agreement relating to, any Employee is found or alleged not to have transferred to the Buyer at the Transfer Date the parties agree they shall take all necessary steps to ensure that such contracts of employment and collective agreements shall have effect from the Transfer Date as if originally made with the Buyer. The Buyer agrees it shall be responsible for all costs, expenses, liabilities, claims, rights of action, compensation, awards, damages, fines, penalties, costs, expenses, interests arising from or in connection with the employment of the Employees, wheth...
the Goodwill all lists of Customers and customer enquiries and confidential information concerning the Business, the benefit of all tenders and quotations given to customers for the supply of services or Products by the Seller including for the avoidance of doubt the Work in Progress and all books, records and documents including without limitation all Customer files and Computer Data relating exclusively to the Customer Agreements and Debtors and the Business;
the Goodwill the Intellectual Property Rights (save that in relation to rights in designs and inventions, discoveries, trade secrets, processes, technology and other knowledge and experience and the benefit of design and research development work comprised in the Intellectual Property Rights, the Seller agrees to sell only such right, title and interest as it and Marsxxx xxx have and its full title guarantee shall not apply thereto);
the Goodwill the Intellectual Property Rights (other than the Financial Software);
the Goodwill the Materials Commercial and Marketing Know-How;
