TITLE AND ASSUMPTION OF RISK. A. With respect to all deliverable equipment other than Software (but including the media containing the Software) identified in Appendix 3 of Annex A hereto, entitled Statement of Work, the Contractor warrants to Inmarsat that it will deliver good title, free from any claim, lien, pledge, mortgage, security interest, or other encumbrances, including, but not by way of limitation, those arising out of or connected with the performance of the Work.
B. Title and risk of loss of or damage to each Spacecraft shall pass to Inmarsat at Lift-Off, PROVIDED that, if the Spacecraft is placed in storage pursuant to Paragraph D of Article 19 hereof, entitled Remedies for Late Delivery, or where the Combined Mass has been exceeded as provided for in Article 20 hereof, entitled Remedies for Exceeding Specified Mass, title and risk of loss shall pass in accordance with Paragraph 9 of Article 33B hereof, entitled Option to Store Spacecraft.
C. Title (other than in Software but including the media containing the Software) and risk of loss of or damage to any deliverable equipment other than the Spacecraft shall pass to Inmarsat upon Final Acceptance in accordance with Article 9, entitled Final Acceptance, except for the TT&C Suitcase Simulator, for which title shall pass to Inmarsat upon delivery to Inmarsat in accordance with the requirements of Appendix 3 of Annex A hereto, entitled Deliverable Equipment and Services.
D. The risk of loss of or damage to any equipment delivered by Inmarsat to the Contractor shall remain with the Contractor at all times until returned to Inmarsat.
E. Title to deliverable documents specified in Appendix 5 of Annex A, or any documents delivered pursuant to any other provision of this Contract, shall pass to Inmarsat at the time of delivery.
F. In respect of Software, the Contractor shall grant the rights identified in Paragraphs G and J of Article 13, entitled Inmarsat’s Rights in Intellectual Property.
TITLE AND ASSUMPTION OF RISK. A. Title, risk of loss or damage to each NCC-Gateway shall pass to Inmarsat upon Delivery. Without prejudice to the foregoing, Contractor shall bear any loss or damage to each NCC-Gateway which is attributable to Contractor, or its sub-contractor(s) negligence or acts or omissions on or after delivery. In the event any NCC-Gateway is damaged during shipment and requires either return for factory repair or re-conduct of Factory Acceptance Test(s), then such costs shall be borne by Inmarsat unless such damage was caused as a result of a failure by Contractor to provide suitable packaging and packing for shipment, as defined in Exhibit A, Statement of Work, in which case such costs shall be borne by Contractor. Any loss or damage to an NCC-Gateway caused by Contractor during installation, test and checkout shall be the responsibility of the Contractor. Contractor shall exercise all reasonable care, and control of all material placed in its custody while at the Sites (Fucino—Italy; Subic Bay—Philippines, Hawaii—USA). Contractor shall be responsible for any damage to (reasonable wear and tear excepted), or loss of such materials caused by the Contractor.
B. With regard to damage to NCC-Gateway property, Contractor and Inmarsat agree to have its insurers waive subrogation against the other and its directors, officers, servants, and employees, except in the event of Contractor’s (and its directors’, officers’, servants’, and employees’ ) negligence or Inmarsat’s (and its directors’, officers’, servants’, and employees’) negligence.
C. Contractor shall not allow any security interest, tax lien or any other lien (collectively referred as “Lien”) to be placed on any NCC-Gateway, Deliverable Documentation or Options. Contractor shall give Inmarsat immediate written notice should any third party attempt to place or place a Lien on such NCC-Gateway or Deliverable Documentation. Contractor shall indemnify and hold Inmarsat harmless from any such Lien. In order to secure any and all of its obligation to Inmarsat under this Contract prior to Inmarsat’s obtaining the title set forth in this Contract, Contractor hereby grants to Inmarsat a first security interest in (1) all Contractor’s interest, if any, of any item delivered to Inmarsat under this Contract (whether finished or unfinished), including without limitation plans, specifications, drawings,, inventory, supplies, equipment, components, accessories and other materials, software, firmware whenever manufactured, proc...
TITLE AND ASSUMPTION OF RISK. 6.1 The Contractor warrants to the Purchaser that it will deliver to the Purchaser good title to each and every item comprised in the Equipment and the rights to use the Software, free from any claim, lien, pledge, mortgage, security interest, charge or other encumbrance, including, but not by way of limitation, those arising out of the performance of the Work.
6.2 Subject to Clause 7 below title to Equipment shall pass to the Purchaser upon delivery of the Equipment to the Delivery Point. After the issuance of the relevant Service Acceptance Certificate in respect of any Equipment, the Purchaser shall be free to deal with, use, dispose of by sale or otherwise, pledge, charge or place any other encumbrance over the Equipment, as the Purchaser shall in its sole discretion deem fit.
6.3 The Contractor shall bear the full risk of loss for all Equipment, Software and other items of the Work until title thereto has passed to the Purchaser pursuant to Clause 6.2. In the event that any item of Work is returned to the Contractor for remedy of any fault or non-performance, risk shall pass back to Contractor at the point of dispatch.
TITLE AND ASSUMPTION OF RISK. Contractor shall convey good title, free from any claim or encumbrance, to HNS for all items either delivered under this Contract or that become the property of HNS pursuant to this Contract FOB Sunnyvale, California. Any loss or damage to such items prior to passing of title shall be at Contractor's risk.
TITLE AND ASSUMPTION OF RISK. A. Title and risk of loss or damage to the Spacecraft shall pass to USSB at Intentional Ignition or placement of the Spacecraft into storage subsequent to final acceptance, whichever occurs first.
B. Except as provided in paragraph E. below, title to deliverable copies of Data and Documentation specified in Table 1 of Exhibit B shall pass to USSB at the time of Final Acceptance of Data and Documentation in accordance with the terms of the Article hereof titled Inspection and Final Acceptance.
X. XXXX agrees to cause its insurer(s) to waive all rights of subrogation against Contractor and Contractor's directors, officers, agents, servants, affiliates, subcontractors and employees. Contractor agrees to cause its insurer(s) to waive all rights of subrogation against XXXX and XXXX's directors, officers, agents, servants, affiliates, subcontractors and employees.
D. Title to Spacecraft-unique test and handling equipment (not deliverable under this Contract) for use in connection with inspection of the Spacecraft at the launch site and ground system-unique test and handling equipment (not deliverable under this Contract) used at USSB's designated installation site(s) shall remain with Contractor.
E. Notwithstanding any other provision herein, the ownership and title to all works of authorship and to copyrights, and in computer programs and related Data and Documentation, delivered to USSB by Contractor in accordance with this Contract shall remain in Contractor or its licensor. Contractor shall grant USSB a paid up non-exclusive, non-transferable license to use (including "to duplicate") solely for operation of USSB's Spacecraft, the copies of computer programs and related Data and Documentation specified in the Contract and required for the operation of the Spacecraft deliverable under this Contract. Such non-exclusive license may be assigned to a third party that is not a competitor of the Contractor by USSB, and such third party shall have the right to further assign such license to another third party that is not a competitor of Contractor; provided, however, that in each case assignment shall be contingent upon the prior written consent of Contractor, which consent shall not be unreasonably withheld or delayed. Any purported assignment made in violation of this paragraph E shall be null and void and of no legal effect.
TITLE AND ASSUMPTION OF RISK. 6 ARTICLE 15 -- EXCUSABLE DELAY..............................................................6
TITLE AND ASSUMPTION OF RISK. SELLER shall convey good title, free from any claim or encumbrance, to all Equipment (but not any software or firmware) sold and delivered by SELLER under this Contract. Title to the Equipment shall pass at the time of delivery as described in Section 5.1. Any loss or damage to Equipment prior to passing of title shall be at SELLER’s risk. Any loss or damage to Equipment after passing of title shall be at S-A’s risk.
TITLE AND ASSUMPTION OF RISK. Replace the existing Paragraph C in its entirety with the following:
TITLE AND ASSUMPTION OF RISK. A. Unless otherwise stated herein, the following shall apply:
1. Title and risk of loss or damage to a Spacecraft shall pass to Buyer at Launch, even in the case of a Spacecraft delivered to storage.
2. Title and risk of loss or damage to items other than Spacecraft shall pass to Buyer upon final acceptance.
B. Buyer agrees to cause its insurer(s) to waive all rights of subrogation against Contractor and its officers, agents, servants, subsidiaries and employees, subject to terms and conditions as are then customarily available regarding such waivers.
C. EXCEPT WITH RESPECT TO WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY CONTRACTOR, UPON AND AFTER LAUNCH OF THE LAUNCH VEHICLE FOR THE SPACECRAFT, CONTRACTOR'S SOLE FINANCIAL RISK, AND THE SOLE AND EXCLUSIVE REMEDIES OF BUYER, WITH RESPECT TO THE USE OR PERFORMANCE OF THE SPACECRAFT, SHALL BE AS SET FORTH IN ARTICLES 6, 13, 14, 15 AND 21.
TITLE AND ASSUMPTION OF RISK. 9.1 EOI warrants to Partner that it has and will deliver to Partner good and valid title to the Equipment to be delivered to Partner, free from any claim, lien, pledge, mortgage, security, interest or other encumbrances, and further warrants that with regard to any license rights granted in respect of Software and Documentation, it has the right and the power to grant the same.
9.2 Subject to Sub-Clauses 9.3 and 9.4 below, title to any Hardware Equipment shall pass to Partner upon delivery. or at an earlier time by which at least [*] ([*]%) percent of the Puchase Order Price of the item of Equipment has been paid to EOI.
9.3 Notwithstanding anything to the contrary, including but not limited to the passage of title in accordance with Sub-Clause 9.2, EOI shall bear the full risk of loss and/or damage for all items of Equipment until Acceptance or Commercial Use of such items, whichever occurs earlier. In the event that any item of Equipment is returned to EOI for remedy of any fault or non-performance risk shall pass to EOI at the point of despatch.
9.4 Title in Software is subject to the provisions of Clause 14.
