PURCHASE AND SALE OF RESTAURANT ASSETS Clause Samples
The "Purchase and Sale of Restaurant Assets" clause defines the agreement between parties for the transfer of ownership of specific assets related to a restaurant business. It typically outlines which assets are included in the sale, such as equipment, inventory, furniture, and intellectual property, and may specify any excluded items. This clause ensures both parties have a clear understanding of what is being bought and sold, thereby reducing the risk of disputes and providing a concrete framework for the transaction.
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PURCHASE AND SALE OF RESTAURANT ASSETS. On and subject to the terms and conditions of this Agreement, and in consideration of the delivery of the Purchase Price to Seller and Shareholders and the assumption of the Assumed Liabilities by Buyer, the Seller agrees to sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer agrees to purchase and acquire from the Seller, at the Closing, all of the Restaurant Assets free and clear of all liens, claims, and encumbrances, subject to Permitted Encumbrances. For purposes hereof, the term "Restaurant Assets" means all assets and property rights of any kind or character, wherever located, whether tangible or intangible (including goodwill), whether or not reflected on the Seller's books or records, currently used by the Seller in connection with the Restaurant Business, as further described in the following clauses 1.2.1 through 1.2.13, as they exist on the Closing Date; provided, however, that the Restaurant Assets shall not include the excluded assets listed on Exhibit 1.2 ("Excluded Assets"):