|Accounts||The audited financial statements of the Seller as as the Accounts Date. |
The Fixed Assets and Moveable Assets owned by the Seller and used in the Business at the Effective Time, being the assets to be sold and purchased.
The business being carried on by the Seller, namely the business of .
A day, other than Saturday, Sunday or a public holiday, on which banks are authorised to close in London.
The completion of the sale and purchase of the Business and Assets in accordance with the terms of the Agreement.
The date of this Agreement or such other time as the Parties may agree.
The total purchase price for the Assets.
All contracts, arrangements, licenses and other commitments relating to the Business entered into in the ordinary course of business before the Effective Time and which remain to be performed by any party to them in whole or in part, at the Effective Time.
The aggregate amount owed by the Seller up to the Effective Time in respect of the Business in respect of trade creditors and other accrued charges or other liabilities.
Data Protection Laws
All applicable laws relating to the processing of Personal Data, including, for the period during which it is in force, the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) and the UK Data Protection Act 2018.
The letter from the Seller to the Buyer in agreed form, with the same date as this Agreement and described as the Disclosure Letter.
All internet domain names used or owned by the Seller in connection with the Business.
The persons employed wholly or mainly in the Business at the Effective Time.
All of the fixed plant and machinery, furniture, utensils, templates, tooling, implements, chattels and equipment wherever situated belonging to the Seller and used or intended for use in connection with the Business attached or fixed to the property as at the Effective Time.
The goodwill, custom and connection of the Seller in relation to the Business, together with the exclusive right to use the Business Name, the Domain Names and the Website, telephone numbers, facsimile numbers and any other contact numbers reasonably required by the Buyer.
Intellectual Property Rights
All trademarks, database rights, names, designs, copyrights, confidential information, customer databases, know-how, software, confidential information, trade or business secrets and any similar rights, whether registered or unregistered, used or licensed by or to the Seller.
All computer hardware and software (including associated preparatory materials, user manuals and other related documentation) owned, used, leased or licensed by the Seller in relation to the Business.
The liabilities of the Seller arising in the ordinary course in connection with the Business outstanding at the Effective Time.
The loose plant, including moveable plant, machinery and equipment, fixtures and fittings, desktop computers, office equipment, spare parts and tooling used or intended for use in connection with the Business.
The freehold properties and the leasehold properties set out in Schedule 1.
The books, accounts (including VAT records and returns), lists of customers and suppliers and all other documents, papers and records relating to the Business or any of the Assets.
Transfer of Undertakings (Protection of Employment) Regulations 2006.
Value added tax chargeable under VATA 1994 and any similar replacement or additional tax.
Value Added Tax Act 1994.
The warranties set out in Schedule 2. “Warranty” means any one of them.
The Seller’s website is to be found at .