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. 1.1.1.4 the Intellectual Property
the Goodwill. 2.1.4 the Vendor's Fixtures and Fittings;
the Goodwill. 2.1.3 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. Purchaser shall purchase the "
the Goodwill. 2.2 The Parent Company as beneficial owner shall sell and the Purchaser shall purchase, with effect from the opening of business on the Transfer Date the Rapier IPR and any other Business IPR owned by the Parent Company.
the Goodwill. As soon as is reasonably practicable after the Transfer Date, the Seller shall:
the Goodwill. 2.1.7 the Materials Commercial and Marketing Know-How;
the Goodwill. 3.1.2 the Know How (other than information at present in the public domain)
