(xvii) Permit means any permit, license, approval, waiver, consent, variance, grant, exemption, registration, operating certificate, order, or other authorization issued by or from any governmental authority.
(xviii) Person means an individual, a corporation, a limited liability company, a partnership, an association, a trust, or other entity or organization, including any government and any agency or instrumentality thereof.
(xix) Qualified Inventory means the Inventory as of the Closing Date, reduced by any sample Units and by any Units that have an expiration date that is prior to December 2019 and all useable work in progress used to produce the Inventory as of the Closing Date, including but not limited to empty bottles, caps, labels, shippers and printed cartons.
(xx) Royalty Agreement means that certain Amended and Restated Royalty Agreement dated July 23, 2019 by and among the Purchaser, the Company, the Parent and each of the Founders, covering certain royalty arrangements relating to the Business.
(xxi) Securities Act means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
(xxii) Treasury Regulations means the regulations promulgated by the United States Treasury Department under the Code.
(xxiii) Unit means a single serving sized bottle of the Companys HOTSHOT consumer beverage.
PURCHASE AND SALE OF ASSETS
Section 2.1 Purchase and Sale of Purchased Assets. Subject to the terms and conditions set forth herein, at the Closing, Selling Parties hereby sell, assign and transfer to Purchaser, free of all liens, encumbrances, liabilities, debts, obligations, indebtedness, charges, and pledges, of whatever nature, whether fixed or contingent, disclosed or undisclosed, foreseen or unforeseen, all of the assets of the Company, including but not limited to the following assets, but specifically excluding the Excluded Assets set forth in Section 2.2 (collectively, the Purchased Assets), in exchange for payment of the Purchase Price (as defined in Section 2.5(a)) by the Purchaser to Selling Parties as provided in this Article:
(a) the contracts set forth on Schedule 2.1(a) (the Assumed Contracts);
(b) all Qualified Inventory set forth on Schedule 2.1(b), and all supplies used in the Business;
(c) all goodwill associated with the Business;