Title and Property Sample Clauses

Title and Property. Title to and property in the Business and in the Assets: (a) remains with the Vendor until Completion; and (b) passes to the Purchaser on and from Completion.

Title and Property. 5.1 The Metering Equipment is and is deemed to always remain the sole title and property of Metering Dynamics and, as between them, nothing done by Metering Dynamics or the Customer will cause title or property in the Metering Equipment to pass to the Customer or to any other person. 5.2 The Customer must not interfere with, and must use its reasonable endeavours to prevent any third party from interfering with, the Metering Equipment.

Title and Property. The Customer acknowledges that: (a) The Customer is to hold the Goods as the Supplier’s fiduciary agent and bailee. (b) Insofar as the Customer is empowered to resell as principal in relation to any sub-purchaser, and has no right to commit the Supplier to any contractual relationship or liability to any third party. As between the Supplier and the Customer, the Customer is to sell as fiduciary agent. (c) Any resale by the Customer is to be on commercially reasonable terms. (d) The Customer is to keep the Goods separate from his own and those of third parties, properly stored, protected and insured. (e) The Customer is to account to the Supplier for all proceeds, tangible or intangible, including insurance proceeds and proceeds ofproceeds. (f) The Customer is to keep all proceeds separate from his own and those of third parties and is to keep all tangible proceeds properly stored, protected and insured. (g) The Supplier is to have the power to appropriate payments to such Goods and accounts as the Supplier thinks fit, notwithstanding any purported appropriation by the Customer to the contrary. (h) Title to any products supplied by the Supplier to the Customer does not pass until all monies owing to the Supplier by the Customer have been paid in full. However the risk will pass to the Customer on delivery. (i) Until the Goods are paid for in full, the Supplier authorises the Customer to sell the Goods on, but as fiduciary agent for the Supplier. The Customer will not represent to any third parties that he is in any way acting for the Supplier, and the Supplier will not be bound by any contracts with third parties to which the Customer is party. (j) The Customer is entitled to a period of credit, but is required to account to the Supplier for the price of the once the Goods are on-sold, and the proceeds of sale received. (k) The Supplier is entitled to retake possession of any unpaid Goods in the event that the Customer defaults or commits an act of bankruptcy, or a Receiver is appointed, or the Customer goes into liquidation, or official management, or some other form of insolvency administration, whether formal or informal, or the Customer ceases to carry on business, or the Customer makes a scheme or compromises with his creditors, without prejudice to any other rights of the Supplier. (l) The Supplier has the right or resale of the Goods in the event that he retakes possession of them. (m) The Customer consents to allow the Supplier reasonable access to ...

Title and Property. 3.1 Where the Customer has paid the Upfront Capital Contribution or the transfer price under clause 2.6, referable to particular Sub-Metering Equipment, that Sub-Metering Equipment shall be the property of the Customer. 3.2 In all other cases, the Sub-Metering Equipment remains the sole title and property of Metering Dynamics and nothing done by Metering Dynamics or the Customer will cause title or property in that Sub-Metering Equipment to pass to the Customer or to any other person, except as expressly provided for in this Agreement.

Title and Property. All advertisements and promotional materials prepared, purchased or furnished by AGENCY for CLIENT under this Agreement become CLIENT's property with right of copyright, and shall be preserved for delivery to CLIENT upon request only if AGENCY has been fully paid by CLIENT for its services and costs. CLIENT shall have the right to use all such materials wherever and whenever it chooses.

Title and Property. It is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Article III, and no Lien exists upon such Collateral, except for Liens permitted under Section 6.02 of the Customer Credit Agreement and except for the security interest in favor of the Lender created pursuant hereto. The security interest created pursuant hereto constitutes a valid and perfected security interest in the Collateral in which the Customer purports to grant a security interest pursuant to Article III, subject to no equal or prior Lien except as expressly permitted by Section 6.02 of the Customer Credit Agreement. Security Agreement

Title and Property. The risk of loss or damage to the goods shall pass to the Buyer on and from the Effective Date. Title to the goods shall remain with the Seller until all money owing to the Seller by the Buyer has been paid in full. Until such time that the Buyer has paid in full all money owing to the Seller for the Processed Materials, the following applies: the Buyer shall store the Processed Materials in a manner which identifies them as the Seller's goods; the Buyer shall hold the goods as bailee for the Seller subject to its right to deal with the goods in the ordinary course of the Buyer's business; and the Buyer shall indemnify the Seller against any claim arising out of the possession, use or disposal of the goods by the Buyer or repossession or attempted repossession by the Seller. If: a payment is not paid in accordance with the Processed Materials Sale Contract; the Buyer commits any other breach of the Processed Materials Sale Contract; the Seller receives notice of or reasonably believes that a third person may attempt to levy execution against the goods, then the Seller may at any time, without notice to the Buyer and without prejudice to any other rights which it may have against the Buyer: terminate the Processed Materials Sale Contract and the bailment referred to in clause 2.4(c); and enter upon any premises owned or occupied by the Buyer where the Seller reasonably believes the goods may be stored and repossess the goods without being liable for any damage caused. Payment Calculation of Sale Price The Seller must calculate the Sale Price on the basis of the price set out in the Bid and the verified actual weight of the Processed Materials. The Buyer acknowledges that the Seller's nominee will weigh the Processed Materials at or prior to the time the Buyer collects the Processed Materials or the Seller's nominee delivers the Processed Materials (as applicable). The Buyer or its nominee may choose to be present for the process referred to in clause 3.1(b), and must provide reasonable notice to the Seller's nominee if it intends to be present. Whether or not the Buyer or its nominee is present for the process referred to in clause 3.1(b), the Buyer or its nominee must sign the manifest prior to taking possession of the Processed Materials and agrees that it accepts the weight recorded in the manifest for the purposes of the calculation of the Sale Price. Where Sale Price greater than or equal to $0 If the Sale Price is greater than or equal to $0, the Buye...

Title and Property. Title to, property in and beneficial ownership of the Shares: (a) until Completion, remains solely with the Seller; and (b) passes to the Buyer with effect from Completion.

Title and Property. Title in the Goods will pass at the earlier of delivery of the Goods to the Site or the time when the Customer has made payment in full of the Service Fee. Risk in the Goods will pass to the Customer at the time of delivery to the Site.

Title and Property. (a) Mortgagor warrants that it has title to an indefeasible fee simple estate in and to the Mortgaged Property, subject to no liens or encumbrances, except only the lien of ad valorem taxes which may be due but not yet payable, the lien of the Senior Mortgage (subject to the Intercreditor Agreement) and those matters set forth on EXHIBIT "B" attached hereto and incorporated herein by reference. Mortgagor further warrants that it has good right and lawful authority to convey the Mortgaged Property in the manner and form herein provided; that Mortgagor has full power and authority to convey the Mortgaged Property in the manner and form herein provided or intended hereafter to be done; that Mortgagor fully and absolutely waives and releases all rights and claims it may have in or to said lands, tenements and property as a homestead declaration or exemption, or other exemption, under and by virtue of any statute or other law of the State of Florida now existing or which may hereafter be passed in relation thereto; that subject to the Senior Mortgage, this Mortgage is and shall remain a valid and enforceable second lien on the Mortgaged Property, subject only to the aforesaid matters; that Mortgagor and its successors and assigns shall warrant and defend the same and the priority of the lien of this Mortgage forever against the lawful claims and demands of all persons whomsoever, and that this covenant shall not be extinguished by any foreclosure hereof but shall run with the land. (b) Except as otherwise expressly provided herein, Mortgagor has and shall maintain title to the Collateral including any additions or replacements thereto free of all security interests, liens and encumbrances, other than the Senior Loan, the security interest granted hereunder and other than as disclosed to and accepted by Mortgagee in writing, and has good right to subject the Collateral to the security interest granted hereunder. (c) Mortgagor shall, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, deeds of trust, assignments, UCC financing statements, notices of assignments, transfers, other documents or instruments and assurances as Mortgagee shall from time to time reasonably require, for the better assuring, conveying, assigning, creating, perfecting, renewing, transferring and confirming unto Mortgagee the Mortgaged Property and rights hereby conveyed or assigned or intended ...