the Goodwill. 1.1.1.4 the Intellectual Property
the Goodwill. 2.1.4 the Vendor's Fixtures and Fittings;
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. As soon as is reasonably practicable after the Transfer Date, the Seller shall:
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. 2.1.2 Any rights and assets of the Seller or any of the Seller’s Group which are not expressly included in Clause 2.1.1 are excluded from the sale and transfer of the Business pursuant to this Agreement, including Cash and Pre-Closing Receivables.
the Goodwill. 2.1.7 the Materials Commercial and Marketing Know-How;
the Goodwill. The "Goodwill" consists of the goodwill developed by Seller from its operation of the Distribution Network.
