TITLE AND SECURITY Sample Clauses

TITLE AND SECURITY. 9.1 Ownership and title in the Goods, or any proceeds from on-sale of the Goods, shall not pass to the Customer until the Customer has paid the Company in full for the Works and all other sums due to the Company by the Customer on any account whatsoever in accordance with this agreement. 9.2 If the Company supplies Goods without first obtaining payment in full for the same, then the Customer acknowledges and agrees that the Company shall be entitled at the cost in all respects of the Customer to register on the Personal Property Securities Register any security interest that the Company possesses in respect of all Goods supplied and the proceeds of on-sale of such Goods and the Customer acknowledges that the Company’s security interest survives until the Customer pays in full all sums due to the Company under this agreement. 9.3 The Customer acknowledges and agrees that until payment in full has been made to the Company for all of the Goods supplied: (a) The Company possesses a Purchase Money Security Interest (as that term is defined in the PPSA) in the Goods; and (b) If the Customer on-sells the Goods prior to payment to the Company, the Customer will pay the proceeds derived from that on-sale into a separate account for the benefit and as trustee for the Company so that those proceeds remain identifiable in connection with that on-sale and the Goods. 9.4 If at any time the Company has sufficient cause to exercise its rights under section 109 of the PPSA, the Customer irrevocably grants the Company the right and licence to enter upon the Location and/or any premises where the Goods are located to remove and repossess the Goods, without notice and without liability whatsoever to the Customer, or to any person or company claiming through the Customer. 9.5 The Customer covenants to assist and co-operate with the Company by completing any documentation and/or providing any information as may be required by the Company in order for the Company to achieve and perfect its desired security position under the PPSA and the Customer waives any right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest under the PPSA. 9.6 Nothing in sections 114(1)(a), 117(1), 133 and 134 of the PPSA shall apply to this agreement nor shall the Customer’s rights as a debtor in sections 116, 119, 120(2), 121, 125-127, 129 and 132 of the PPSA apply to this agreement. The Customer agrees that any rights...

TITLE AND SECURITY. (a) The Intermediary represents on the date on which it sends a Payment Demand that it has good title to the Covered SME Transaction to which such Payment Demand relates and that such Covered SME Transaction is free and clear of any Security on such date. (b) The Intermediary undertakes on any date on which it sends a Payment Demand and at all times thereafter until the expiry of the Guarantee that, unless otherwise permitted in writing by the Guarantor, it shall not create nor permit to subsist any Security over any Covered SME Transaction to which a Payment Demand relates.

TITLE AND SECURITY. The Security Agent shall be entitled to accept without enquiry, requisition or objection such right and title as an Obligor may have to any of the property or assets which is the subject matter of any of the Transaction Security and shall not be bound or concerned to investigate or make any enquiry into the right or title of an Obligor to such property or assets or, without prejudice to the foregoing, to require an Obligor to remedy any defect in such right or title.

TITLE AND SECURITY. 22.1 Title in and to each Vessel as it is constructed shall progressively vest and, once vested shall in all events remain in the Owner, not the Builder, provided that Owner is current in its payment obligations. Title to all Materials and equipment or other items furnished by Builder shall vest in Owner when the same is either (a) actually installed or incorporated in the Work, or (b) delivered to the yard or other locations and identified with the Vessel or marked by Builder or Owner’s Representative as pertaining to the Vessel prior to incorporation into the Work, whichever occurs sooner. Without regard to the provisions of this Article 23.1, the Builder shall be subject to the risk of loss of each Vessel and its Materials and the Work until each completed Vessel is delivered to and accepted by the Owner as provided in this Agreement. Owner’s title to the Vessels, the Materials and the Work is subject to a possessory lien in favor of Builder to the extent, if any, that Builder has not been paid. 22.2 If, notwithstanding the express provision of Article 23.1 or otherwise of this Agreement, any Vessel or any of the property to which Owner holds title as described in this Article, is for any reason deemed by any court of competent jurisdiction not to be the property of, and owned by, the Owner, the Builder, to the extent it has any interest therein, alternatively hereby grants a first priority security interest in such Vessel(s) and all of such property in favor of the Owner. The security interest granted hereby in the alternative shall secure all of Builder’s Contract No. 1420110868 45 November 14, 2011 Initials XXXXXXXX OFFSHORE SERVICES, LLC CONFIDENTIAL obligations to the Owner under this Agreement. The Owner shall have the right to file without any further consent or signature of the Builder one or more UCC-1 Financing Statements against the Builder covering any or all of the Vessels and any or all of such property. In such Financing Statement(s) Owner shall be entitled to give notice of its ownership of the Vessel(s) and other property, and in the alternative, its security interest therein. 22.3 Immediately upon any property described in this Article becoming or being deemed the property of the Owner under the provisions of this Article, the Builder shall conspicuously xxxx or cause to be marked on the bow of each Vessel, and also on all such other property or its packaging, the Builder’s Hull Numbers for each Vessel, and without prejudice to the Own...

TITLE AND SECURITY. (i) The Seller holds good and marketable title to the Trust Certificates, the Membership Interest and in the Funding Note free and clear of all Liens other than Liens granted under the Omnibus Credit Agreement that shall be released on or prior to the Closing Date. The Funding Note Issuer holds good and marketable title to the Financed Student Loans free and clear of all Liens other than the security interest of the Conduit Lender under the Funding Note Purchase Agreement and provided that the Conduit Eligible Lender Trustee holds legal title to the Financed Student Loans. (ii) At the Closing the Seller will transfer good and marketable title to the Acquired Assets free and clear of all Liens.

TITLE AND SECURITY. All deliveries are Ex Works, INCOTERMS 2000, Motorola's factory. Title to Products (excluding software, where title is not transferred), risk of loss and payment of all transportation costs and insurance shall pass to Master Distributor at the factory shipping point.

TITLE AND SECURITY. Title to the Leased Engine shall at all times remain with Mesa, but Customer shall bear all risk of loss or damage to the Lease Engine during the term of the Agreement. Customer shall take all necessary steps to protect and record Mesa’s title to the Leased Engine, and shall not permit it to become subject to any legal process lien, change or encumbrance of any kind.

TITLE AND SECURITY. Unless otherwise specified in writing by the parties, title and risk of loss to products sold hereunder shall pass to buyer upon delivery of such products to a commercial carrier at Z-Comm’s point of shipping. Z-Comm reserves a purchase money security interest in the products in the amount of the purchase price of such products to secure buyer’s obligations hereunder. Buyer will cooperate with Z-Comm to do all acts deemed necessary or advisable by Z-Comm to perfect and protect Z- Comm’s security interest in the products.

TITLE AND SECURITY. Each Chargor is the sole legal owner of its respective Property in Schedule “A” attached hereto. Each Chargor has good and marketable legal title in fee simple to its respective Property in Schedule “A” free and clear of all Liens (other than Permitted Encumbrances), and this Charge and the other Loan Documents shall be at all times a good and valid mortgage, charge, assignment of and security interest in such Property in priority to all other Liens, other than Permitted Encumbrances. Each Chargor shall defend title to its respective Property in Schedule “A” for the benefit of the Chargee from and against all actions, proceedings and claims of all Persons. Each Chargor shall not subject its respective Property in Schedule “A” or any part thereof to a condominium regime or any other form of multiple ownership or governance.

TITLE AND SECURITY. Borrower and any Subsidiary of Borrower that holds items of Collateral has good and marketable title to the Collateral free and clear of all Liens other than Permitted Liens except that the Trustee holds legal title to the FFELP Loans for the benefit of Borrower pursuant to the Trust Agreement. This Agreement creates (subject to Permitted Liens) valid, first priority security interests in the Collateral and all proceeds thereof that shall be perfected upon (i) with respect to the Collateral, the filing of UCC-1 financing statements identifying Lender as secured party and Borrower and any Subsidiary of Borrower that holds items of Collateral as debtor with the Secretary of State in the State of Delaware pursuant to Section 3.1(a)(vii) (Conditions Precedent to Closing Date), (ii) with respect to the FFELP Loans and the Proceeds thereof included in the Collateral, the filing of a UCC-1 financing statement identifying Lender as secured party and the Trustee as debtor with the Recorder of Deeds in the District of Columbia pursuant to Section 3.1(a)(vii) (Conditions Precedent to Closing Date), (iii) with respect to Goods, Instruments, Money, Tangible Chattel Paper or Certificated Securities, upon possession by or delivery thereof to Lender (other than Student Loans, which shall be perfected by filing pursuant to clauses (i) and (ii) above) and (iv) with respect to Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, by Control (within the meaning of such term assigned under the UCC) of such Collateral by Lender.