Title and Security Interests Sample Clauses

Title and Security Interests. Title to Goods shall transfer from Contractor to GRTC at GRTC’s Facility. If full or partial payment is made to Contractor prior to the delivery of all Goods hereunder, title to all Goods shall pass to GRTC, and Contractor shall be deemed a bailee of all Goods remaining in its possession, but in no event shall the risk of loss pass to GRTC until the Goods are delivered to the destination specified herein and accepted by GRTC. Additionally, Contractor grants to GRTC a security interest in all such Goods, which security interest shall be in addition to all other rights of GRTC under any purchase order or applicable law, and Contractor agrees to execute financing statements or such other documents as GRTC may reasonably require to perfect and protect that interest.
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Title and Security Interests. 9.1 Ownership of, and title in, the Goods will not pass to the Customer until the Customer has paid to the Company the Invoiced Amount payable in respect of those Goods. 9.2 Until title in the Goods passes to the Customer in accordance with 9.1: a) the Company has the right to call for or recover the Goods at its option and the Customer must deliver up the Goods if so directed by the Company; b) the Customer must hold the Goods as bailee for the Company and must store the Goods on its premises separately from other Goods held by the Customer; c) the Customer must maintain proper records of any sale or disposal of the Goods; d) the Customer must keep the Goods fully insured; e) the Customer must hold the Goods in a fiduciary capacity for the Company; f) the Customer must not sell or dispose of the Goods except in the ordinary course of business; g) the Customer will hold the proceeds of any sale or disposal of the Goods (whether tangible or intangible, direct or indirect) to the extent of the amount due to the Company in respect of the Goods on trust for the Company, and will hold such proceeds in a separate account for the Company’s benefit and promptly pay that amount to the Company. h) the Company retains a purchase money security interest in the Goods (“PMSI”) and the proceeds of sale of the Goods (including any accounts and accessions by virtue of these Terms) under the PPSA; i) the Customer consents to the Company registering a security interest under the PPSA and agrees to do all things reasonably required by the Company to effect such registration; j) the Customer waives any right the Customer has under PPSA to receive notice in relation to registration of the Company’s interest in the Goods under the PPSA; and k) the Customer will immediately advise the Company of any changes which may affect the Company’s security interest. 9.3 At all times the Customer will allow the Company (including its officers, employees, contractors and agents) access to the Customer’s premises, to any other premises where the Goods are stored during normal business hours and to the Goods themselves in order to inspect the Goods and retake possession of the Goods under clause 9.2(a), and the Customer grants to the Company an irrevocable licence to enter the aforementioned premises for this purpose. The Customer acknowledges that this access shall be full, free and unhindered and shall not be or constitute trespass by the Company. The Customer indemnifies the Company for any...
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Title and Security Interests. Title to Hardware and/or the license to Software shall pass to Customer when Assurance Media delivers such Products to Customer as described above. However, Assurance Media reserves a purchase money security interest in each Product and in any proceeds thereof, including insurance proceeds, until it receives the amounts due and Customer will execute and deliver all documents reasonably requested by Assurance Media to protect and maintain Assurance Media’s security interest. Customer also authorizes Assurance Media to act as its agent and attorney-in-fact (where permitted by law) for the limited purpose of preparing, executing in Customer’s name, and filing on its behalf, a financing statement (for example, a UCC-1) to perfect Assurance Media’s purchase money security interest in each Product. Until title or license has passed to Customer, Customer shall not cause nor permit the Product to be sold, leased, or subject to a lien or other encumbrance other than Assurance Media’s security interest.
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Title and Security Interests. If full or partial payment is made to Seller prior to the delivery of all goods or the performance of all services hereunder, title to all goods identified to this Agreement at the time of such payment or thereafter shall pass to Buyer, and Seller shall be deemed a bailee of all goods remaining in its possession, but in no event shall the risk of loss pass to Buyer until the goods are delivered to the destination specified herein and accepted. Seller agrees to maintain insurance coverage in types and amount satisfactory to Buyer for goods that are or become so identified at any time of this Agreement. Additionally, Seller grants to Buyer a security interest in all goods that are or may become so identified, which security interest shall be in addition to all other rights of Buyer under this Agreement or applicable laws, and Seller agrees to execute financing statements or such other documents as Buyer may reasonably require to perfect and protect that interest.
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Title and Security Interests. Title to Hardware and/or the license to Software shall pass to Customer when MTM delivers such Products to Customer as described above. However, MTM reserves a purchase money security interest in each Product and in any proceeds thereof, including insurance proceeds, until it receives the amounts due and Customer will execute and deliver all documents reasonably requested by MTM to protect and maintain MTM’s security interest. Customer also authorizes MTM to act as its agent and attorney-in-fact (where permitted by law) for the limited purpose of preparing, executing in Customer’s name, and filing on its behalf, a financing statement (for example, a UCC-1) to perfect MTM’s purchase money security interest in each Product. Until title or license has passed to Customer, Customer shall not cause nor permit the Product to be sold, leased, or subject to a lien or other encumbrance other than MTM’s security interest. Installation. Customer acknowledges that (i) MTM is not responsible for installation, maintenance, upgrading, enhancement, or error correction, of the Products or for any training or other services relating thereto (unless specifically set forth in a Sales Order) and (ii) in order to obtain the benefits desired from the Products, Customer may need to obtain and integrate with the Products various other products which are not provided by MTM under this Agreement. Customer is responsible for obtaining any such additional services and products under a separate agreement from MTM, the Product supplier or other qualified third party. Unless otherwise provided in a relevant Sales Order, Customer shall not delay acceptance or withhold any payment otherwise due to MTM based on the installation, testing, acceptance or performance of any Products. Cancellation & Returns. MTM may cancel any or all of the Products in a Sales Order if its supplier does not accept or cancels the applicable order from MTM. Product returns are solely at the discretion of MTM which, if accepted, are subject to the written authorization of the distributor and/or manufacturer. MTM Referral Partners. MTM has agreements with certain organizations to promote, market and support certain Products (“Referral Partners”). When Customer orders Products under this Agreement marketed to Customer by MTM’s Referral Partners, MTM confirms that it is responsible for providing the Products to Customer under the terms of this Agreement. MTM is not responsible for (a) the actions of the Referral Partne...
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Title and Security Interests. Title to Hardware and/or the license to Software shall pass to Customer when MTM delivers such Products to Customer as described above. However, MTM reserves a purchase money security interest in each Product and in any proceeds thereof, including insurance proceeds, until it receives the amounts due and Customer will execute and deliver all documents reasonably requested by MTM to protect and maintain MTM’s security interest. Customer also authorizes MTM to act as its agent and attorney-in-fact (where permitted by law) for the limited purpose of preparing, executing in Customer’s name, and filing on its behalf, a financing statement (for example, a UCC-1) to perfect MTM’s purchase money security interest in each Product. Until title or license has passed to Customer, Customer shall not cause nor permit the Product to be sold, leased, or subject to a lien or other encumbrance other than MTM’s security interest.
Sample 1
Title and Security Interests. If full or partial payment is made to Seller prior to the delivery of all Supplies or the performance of all Services under the Contract, title to all Supplies identified to the Contract at the time of such payment or thereafter will pass to Purchaser, and Seller will be deemed a bailee of all Supplies remaining in its possession, but in no event will the risk of loss pass to Purchaser until the Supplies are delivered to the destination specified on the Purchase Order and accepted by Purchaser. Seller agrees to maintain insurance coverage in types and amount
Sample 1
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Related to Title and Security Interests

  • Liens and Security Interests Each party grants to the other parties hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas Leases and Oil and Gas Interests in the Contract Area, and a security interest and/or purchase money security interest in any interest it now owns or hereafter acquires in the personal property and fixtures on or used or obtained for use in connection therewith, to secure performance of all of its obligations under this agreement including but not limited to payment of expense, interest and fees, the proper disbursement of all monies paid hereunder, the assignment or relinquishment of interest in Oil and Gas Leases as required hereunder, and the proper performance of operations hereunder. Such lien and security interest granted by each party hereto shall include such party’s leasehold interests, working interests, operating rights, and royalty and overriding royalty interests in the Contract Area now owned or hereafter acquired and in lands pooled or unitized therewith or otherwise becoming subject to this agreement, the Oil and Gas when extracted there from and equipment situated thereon or used or obtained for use in connection therewith (including, without limitation, all xxxxx, tools, and tubular goods), and accounts (including, without limitation, accounts arising from gas imbalances or from the sale of Oil and/or Gas at the wellhead), contract rights, inventory and general intangibles relating thereto or arising there from, and all proceeds and products of the foregoing. To perfect the lien and security agreement provided herein, each party hereto shall execute and acknowledge the recording supplement and/or any financing statement prepared and submitted by any party hereto in conjunction herewith or at any time following execution hereof, and Operator is authorized to file this agreement or the recording supplement executed herewith as a lien or mortgage in the applicable real estate records and as a financing statement with the proper officer under the Uniform Commercial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate to perfect the security interest granted hereunder. Any party may file this agreement, the recording supplement executed herewith, or such other documents as it deems necessary as a lien or mortgage in the applicable real estate records and/or a financing statement with the proper officer under the Uniform Commercial Code. Each party represents and warrants to the other parties hereto that the lien and security interest granted by such party to the other parties shall be a first and prior lien, and each party hereby agrees to maintain the priority of said lien and security interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this agreement by, through or under such party. All parties acquiring an interest in Oil and Gas Leases and Oil and Gas Interests covered by this agreement, whether by assignment, merger, mortgage, operation of law, or otherwise, shall be deemed to have taken subject to the lien and security interest granted by this Article VII.B. as to all obligations attributable to such interest hereunder whether or not such obligations arise before or after such interest is acquired. To the extent that parties have a security interest under the Uniform Commercial Code of the state in which the Contract Area is situated, they shall be entitled to exercise the rights and remedies of a secured party under the Code. The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an election of remedies or otherwise affect the lien rights or security interest as security for the payment thereof. In addition, upon default by any party in the payment of its share of expenses, interests or fees, or upon the improper use of funds by the Operator, the other parties shall have the right, without prejudice to other rights or remedies, to collect from the purchaser the proceeds from the sale of such defaulting party’s share of Oil and Gas until the amount owed by such party, plus interest as provided in “Exhibit C,” has been received, and shall have the right to offset the amount owed against the proceeds from the sale of such defaulting party’s share of Oil and Gas. All purchasers of production may rely on a notification of default from the non-defaulting party or parties stating the amount due as a result of the default, and all parties waive any recourse available against purchasers for releasing production proceeds as provided in this paragraph. If any party fails to pay its share of cost within 30 days after rendition of a statement therefor by Operator, the non-defaulting parties, including Operator, shall upon request by Operator, pay the unpaid amount in the proportion that the interest of each such party bears to the interest of all such parties. The amount paid by each party so paying its share of the unpaid amount shall be secured by the liens and security rights described in Article VII.B., and each paying party may independently pursue any remedy available hereunder or otherwise. If any party does not perform all of its obligations hereunder, and the failure to perform subjects such party to foreclosure or execution proceedings pursuant to the provisions of this agreement, to the extent allowed by governing law, the defaulting party waives any available right of redemption from and after the date of judgment, any required valuation or appraisement of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets and any required bond in the event a receiver is appointed. In addition, to the extent permitted by applicable law, each party hereby grants to the other parties a power of sale as to any property that is subject to the lien and security rights granted hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner and upon reasonable notice. Each party agrees that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien law of any state in which the Contract Area is situated to enforce the obligations of each party hereunder. Without limiting the generality of the foregoing, to the extent permitted by applicable law, Non-Operators agree that Operator may invoke or utilize the mechanics’ or materialmen’s lien law of the state in which the Contract Area is situated in order to secure the payment to Operator of any sum due hereunder for services performed or materials supplied by Operator.

  • Title and Liens Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

  • Pledge and Security Interest CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Credit Union Lien and Security Interest To the extent you owe the Credit Union money as a borrower, guarantor, indorser or otherwise, the Credit Union has a lien on any or all of the funds in any account in which you have an ownership interest at the Credit Union, regardless of the source of the funds. The Credit Union may apply these funds in any order to pay off your indebtedness without further notice to you. If the Credit Union chooses not to enforce its lien, the Credit Union does not waive its right to enforce the lien at a later time. In addition, you grant the Credit Union a consensual security interest in your accounts and agree the Credit Union may use the funds from your accounts to pay any debt or amount owed the Credit Union, except obligations secured by your dwelling, unless prohibited by applicable law. All accounts are nonassignable and nontransferable to third parties.

  • Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.

  • Perfected Security Interests (a) As of the Closing Date (or such later date as permitted under Section 5.14) and as of the date of each Borrowing, the Security Documents, taken as a whole, are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority security interest in all of the Collateral to the extent purported to be created thereby. (b) As of the Closing Date (or such later date as permitted under Section 5.14) and as of the date of each Borrowing, each Credit Party has or shall have satisfied the Perfection Requirement with respect to the Collateral.

  • Permitted Liens; Title Insurance Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed. (b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL": (i) all Mortgage Loans; (ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) all Cash Collateral; (vii) all Pledged Securities;

  • Collateral Account and Security Interest At any time when Fund’s assets are below $15 million, the Advisor, for value received, hereby pledges, assigns, sets over and grants to the Trust a continuing security interest in and to an account to be established and maintained by the Advisor with the Securities Intermediary and designated as a collateral account (the “Collateral Account”), including any replacement account established with any successor, together with all dividends, interest, stock-splits, distributions, profits and all cash and non-cash proceeds thereof and any and all other rights as may now or hereafter derive or accrue therefrom (collectively, the “Collateral”) to secure the payment of any required Fund Reimbursement Payment or Liquidation Expenses (as defined in Paragraph 5 of this Agreement). For so long as this Agreement is in effect, any transfers or conveyances of Collateral to any party shall require the approval of the Board of Trustees of the Trust (the “Board”), except as specified in Section 7(a)(ii) of this Agreement, below. In addition, the Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined below under Section 5 of this Agreement) has occurred or is continuing.

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