Common use of Title and Interest Clause in Contracts

Title and Interest. Notwithstanding the delivery of the goods or part of thereof, title to all goods being supplied under this Agreement will not pass to the buyer until payment of all monies owing to Banlaw by the buyer has been received in full by Banlaw. Risk in the goods passes to the buyer on the earlier of delivery or collection of the goods or transfer of title to the goods to the buyer. Until all monies owed by the buyer to Banlaw are paid in full, the buyer: (a) Acknowledges that it receive possession of and holds the goods solely as bailee for Banlaw until such time as payment of all moneis owing to Banlaw by the buyer is received by Banlaw; (b) must remain in possession and control of any goods delivered under this Agreement; and (c) grants to Banlaw unconditional and irrevocable rights of entry into the buyer’s premises (or the premises of any associated company or agent where goods are located) without liability for trespass or any resulting damage to retake possession of any goods. Banlaw may keep or resell any goods repossessed pursuant to the above rights. Whilst ever any goods supplied under this Agreement are in the buyer’s possession or at the buyer’s risk then, unless and until title to all goods has passed to the buyer: (a) if the buyer sells the goods (with or without the consent of Banlaw) the proceeds of any sale of the goods (or sale of other goods into which the goods have been incorporated) must be paid into a separate account and held in trust for Banlaw. The buyer must account to Banlaw from this fund for the full price of the goods; (b) should the buyer die, stop payment or call a meeting of its creditors or suffer an Insolvency Event, Banlaw may at its option notwithstanding any waiver of such default and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery of goods notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale; (c) the buyer must purchase and maintain insurance coverage against loss or damage to all goods (for their full replacement value with a reputable insurance underwriter and noting Banlaw’s interest as owner); (d) the above insurance must include coverage for loss or damage during the course of marine, air and inland transit and during storage at the Site; and (e) the buyer must provide evidence of the above insurance immediately upon written request of Banlaw.

Title and Interest. Notwithstanding the delivery of the goods or part of thereofComplyTraq shall retain all right, title and interest in and to all goods being supplied the services and products provided under this Agreement, including the intellectual property rights related thereto, whether or not in the nature of copyright, trade secret, trademark, service xxxx, trade name, patent, good will or otherwise. EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPHS, COMPLYTRAQ MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, WITH REGARD TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ComplyTraq warrants, represents and covenants that as to any client of Customer for which it performs the services provided hereunder, (the “ComplyTraq Services”), the information verified on applications shall be accurate according to the public and third-party records available and that the on-site visit report shall accurately reflect the site of Customer’s client. Any liability of ComplyTraq under this Agreement shall be limited to a refund of the fee paid by Customer to ComplyTraq for the ComplyTraq Service at issue. In addition, ComplyTraq warrants, represents and covenants that: (i) ComplyTraq has and will not pass continue to maintain all necessary ownership rights, title, licenses, authorities and approvals necessary regarding the ComplyTraq Services, free of all liens, claims, encumbrances and other restrictions except as stated to the buyer until payment of all monies owing to Banlaw by contrary herein; (ii) the buyer has been received in full by Banlaw. Risk in the goods passes ComplyTraq Services do not and will not, to the buyer on best of ComplyTraq’s knowledge, after diligent investigation, infringe upon copyrights, trademarks, patents or any other proprietary rights of any third party; (iii) ComplyTraq will permit access to the earlier ComplyTraq Services completely and accurately per the terms as set forth herein; (iv) the ComplyTraq Services, as applicable, shall be free from any defects in design, materials and workmanship, and shall perform in accordance with the terms of delivery or collection herein; (v) the ComplyTraq Services, ComplyTraq and its officers, employees, agents and representatives shall comply with all applicable foreign, federal, state and local laws and regulations applicable and ComplyTraq shall obtain and maintain in effect such permits, licenses and other forms of authorization required to comply with such laws and regulations; and (vi) ComplyTraq will provide its best efforts as required to keep the ComplyTraq Services validly registered and current in concert with any changing industry and market conditions so that such will continue to perform all intended functions throughout the Term of this Agreement. EXCEPT AS STATED ABOVE IN ARTICLE 6, UNDER NO CIRCUMSTANCES SHALL COMPLYTRAQ BE LIABLE FOR ANY “CLAIM” (DEFINED BELOW) FOR BREACH OF THIS AGREEMENT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANY REAL OR ANTICIPATED PROFITS, EVEN IF COMPLYTRAQ HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A “CLAIM” INCLUDES ANY CLAIM, DEMAND, ACTION, PROCEEDING, LOSS, COST, EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DAMAGE, LIABILITY OR PENALTY. NO CLAIM MAY BE COMMENCED MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE WHICH HAS GIVEN RISE TO SUCH. Each party shall defend, indemnify and hold the other party harmless from Claims arising out of the goods indemnifying party’s breach of any representation, warranty or transfer of title to the goods to the buyerother term contained herein. Until all monies owed by the buyer to Banlaw are paid in fullIn connection with any Claim that is indemnifiable hereunder, the buyer: indemnified party shall: (a) Acknowledges that it receive possession give the indemnifying party, prompt written notice of and holds the goods solely as bailee Claim for Banlaw until such time as payment of all moneis owing to Banlaw by the buyer which indemnification is received by Banlaw; sought; (b) must remain in possession give the indemnifying party the opportunity to take over and/or settle any third-party Claim through counsel of indemnifying party's choice, at its sole direction and control of any goods delivered under this Agreementexpense; and and (c) grants to Banlaw unconditional and irrevocable rights of entry into cooperate fully with the buyer’s premises (or the premises of any associated company or agent where goods are located) without liability for trespass or any resulting damage to retake possession of any goods. Banlaw may keep or resell any goods repossessed pursuant indemnifying party as to the above rights. Whilst ever any goods supplied under this Agreement are in the buyer’s possession or at the buyer’s risk then, unless and until title to all goods has passed to the buyer: (a) if the buyer sells the goods (with or without the consent of Banlaw) the proceeds of any sale of the goods (or sale of other goods into which the goods have been incorporated) must be paid into a separate account and held in trust for Banlaw. The buyer must account to Banlaw from this fund for the full price of the goods; (b) should the buyer die, stop payment or call a meeting of its creditors or suffer an Insolvency Event, Banlaw may at its option notwithstanding any waiver of such default and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery of goods notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale; (c) the buyer must purchase and maintain insurance coverage against loss or damage to all goods (for their full replacement value with a reputable insurance underwriter and noting Banlaw’s interest as owner); (d) the above insurance must include coverage for loss or damage during the course of marine, air and inland transit and during storage at the Site; and (e) the buyer must provide evidence of the above insurance immediately upon written request of BanlawClaim.

Title and Interest. Notwithstanding the delivery of the goods or part of thereof, title to all goods being supplied under this Agreement will not pass to the buyer until payment of all monies owing to Banlaw by the buyer has been received in full by Banlaw. Risk in the goods passes to the buyer on the earlier of delivery or collection of the goods or transfer of title to the goods to the buyer. Until all monies owed by the buyer to Banlaw are paid in full, the buyer: (a) Acknowledges that it receive possession of and holds the goods solely as bailee for Banlaw until such time as payment of all moneis owing to Banlaw by the buyer is received by BanlawXxxxxx; (b) must remain in possession and control of any goods delivered under this Agreement; and (c) grants to Banlaw unconditional and irrevocable rights of entry into the buyer’s premises (or the premises of any associated company or agent where goods are located) without liability for trespass or any resulting damage to retake possession of any goods. Banlaw may keep or resell any goods repossessed pursuant to the above rights. Whilst ever any goods supplied under this Agreement are in the buyer’s possession or at the buyer’s risk then, unless and until title to all goods has passed to the buyer: (a) if the buyer sells the goods (with or without the consent of Banlaw) the proceeds of any sale of the goods (or sale of other goods into which the goods have been incorporated) must be paid into a separate account and held in trust for Banlaw. The buyer must account to Banlaw from this fund for the full price of the goods; (b) should the buyer die, stop payment or call a meeting of its creditors or suffer an Insolvency Event, Banlaw may at its option notwithstanding any waiver of such default and without prejudice to its other rights under this Agreement suspend or cancel this Agreement or require payment in cash before or on delivery of goods notwithstanding terms of payment previously specified or may, subject to the law, repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale; (c) the buyer must purchase and maintain insurance coverage against loss or damage to all goods (for their full replacement value with a reputable insurance underwriter and noting Banlaw’s interest as owner); (d) the above insurance must include coverage for loss or damage during the course of marine, air and inland transit and during storage at the Site; and (e) the buyer must provide evidence of the above insurance immediately upon written request of BanlawXxxxxx.