Purchase and Sale of the Business and Assets Sample Clauses
The 'Purchase and Sale of the Business and Assets' clause defines the agreement between parties for the transfer of ownership of a business and its specified assets from the seller to the buyer. This clause typically outlines which assets are included in the sale, such as inventory, equipment, intellectual property, and customer contracts, and may also specify any excluded assets or liabilities. Its core function is to clearly delineate what is being bought and sold, thereby preventing misunderstandings and disputes over the scope of the transaction.
Purchase and Sale of the Business and Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer to Nautilus or Buyer, and Nautilus shall purchase or cause Buyer to purchase from Seller, all of Seller’s interest in the following assets (the “Assets”), free and clear of all Liens:
Purchase and Sale of the Business and Assets. 2.1. The Purchased Assets. Each Company, subject to the terms and conditions of this Agreement, shall sell, transfer, convey and deliver to the Buyer all of such Company's right, title and interest in all of its respective Assets (collectively, the "Purchased Assets") which are not Excluded Assets. The Purchased Assets include, without limitation, all of the following assets:
(a) the Business of each Company;
(b) the names Technical Assistance Research Programs, TARP, and Tarp Information Systems; (c) the cash and cash equivalents of each Company, wherever located;
(c) the cash and cash equivalents of each Company, wherever located;
(d) each Company's accounts and notes receivable and rights to payment from any party for products sold and/or services delivered prior to the Closing;
(e) the tangible and intangible personal property of each Company, however owned, leased, or held, including, without limitation, machinery, equipment, furniture, fixtures, supplies, vehicles, inventory, supplies and computer hardware and software;
(f) the interests of each Company under all Contracts related to the Business;
(g) the Permits of each Company;
(h) the goodwill, going concern value, past and present customer and supplier lists and Intellectual Property (including the goodwill associated therewith) of each Company;
(i) the prepaid expenses of each Company; and
(j) the books and records of each Company.
Purchase and Sale of the Business and Assets