Title and Transfer Sample Clauses

Title and Transfer. 2.01 Title to Bearer Covered Bonds, Receipts and Coupons passes by delivery. References herein to the “Holders” of Bearer Covered Bonds or of Receipts or Coupons are to the bearers of such Bearer Covered Bonds or such Receipts or Coupons.

Title and Transfer. Seller shall deliver to Buyer an Assignment of Membership Interests representing the Purchased Interest in substantially the form attached hereto as Exhibit E (the "Assignment of Membership Interest");

Title and Transfer. 4.1. The cash, undertaking and other assets of the Company comprised in the Rollover Pool and transferred under this Agreement shall be transferred to the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub-Fund, with such rights and title as the Company may have in respect of the same or any part thereof subject to and with the benefit of all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof, including the right to all income, dividends, distributions, interest and other rights and benefits attaching thereto or accruing therefrom but excluding any such income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement at or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool). 4.2. The Company, acting by the Liquidators, shall, insofar as they are reasonably able to do so by law or otherwise, comply with all reasonable requests made by the ICVC (or any of its nominees or agents including, without limitation, the ACD and the Depositary), on behalf of the ICVC Sub-Fund, in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool and shall, in particular, account to the ICVC (for the benefit of the ICVC Sub-Fund) for all income, dividends, distributions, interest and other rights and benefits in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool received after the Effective Date, but excluding any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement at or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool). 4.3. The ICVC shall accept without investigation such title as the Company may have to the assets comprised in the Rollover Pool and the Company, acting by the Liquidators, hereby agrees, insofar as it is able to do so by law or otherwise, to enter into such undertakings, agreements, covenants, deeds or other arrangements as the ICVC (any of its nominees or agents including, without limitation, the ACD and the Depositary), on behalf of the ICVC Sub-Fund, shall reasonably require to enable the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub-Fund, to become the legal owner of the cash, undertaking and other assets of the Company comprised in the Rollover Poo...

Title and Transfer. Title to the Bonds is evidenced by book entries, and each person shown in the Spanish Central Registry managed by Iberclear and in the registries maintained by the respective participating entities (entidades participantes) in Iberclear (the “Iberclear Members”) as having an interest in the Bonds shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. In these Conditions, “Bondholder” means, in respect of a Bond, the person in whose namesuch Bond is for the time being registered in the Spanish Central Registry managed by Iberclear or, as the case may be, the relevant Iberclear Member’s accounting book (or, in the case of a joint holding, the first named thereof) and “Bondholder” shall be construed accordingly. One or more certificates(each a “Certificate”) attesting to the relevant Bondholder’s holding of Bonds in the relevant registry will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or, as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request. The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it), and no person will be liable for so treating the Bondholder.

Title and Transfer. 3.4.1 Title to the bonds will be evidenced by book-entries, and each Bondholder shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. One or more Certificates will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request. 3.4.2 The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Bondholder.

Title and Transfer. The Company is the legal owner of the Senior Notes and has valid and marketable title to the Senior Notes, free and clear of any lien, pledge and encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Senior Notes will pass to DFC free and clear of any lien, pledge and encumbrance or any claim of any third party.

Title and Transfer. An electronic platform managed by (or on behalf of) KBC Bank or CBC Banque (the “Electronic Platform”) has been implemented through which the Registered Warrants are initially registered in the name of and assigned to the individual Warrant Holders and to any new Warrant Holder pursuant to a transfer in accordance with Warrant Condition (13). The Warrant Holders will need to use individual two-factor authentication in case they wish to sell (or otherwise transfer) their Registered Warrants to the relevant Issuer pursuant to Warrant Condition (12) through the Electronic Platform. A transfer to a party other than KBC Bank or CBC Banque shall be done in accordance with Warrant Condition (13). KBC Bank and CBC Banque do not charge any fees for the creation and maintenance of the Warrants Register. Title to and transfer of Registered Warrants shall pass by registration of the transfer by the Issuer (or by the Warrant Agent on its behalf) in the Warrants Register. Upon a sale or transfer of Registered Warrants, which will take place on the Electronic Platform, the parties to such sale or transfer will be required to complete the relevant transfer documents and certificates which can be obtained for free from the Warrant Agent. Title to and transfer of Dematerialised Warrants will be evidenced only by records maintained by the Securities Settlement System or any Securities Settlement System participants and in accordance with the applicable rules and procedures for the time being of the Securities Settlement System or the other Securities Settlement System participants, as the case may be. Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Warrants shall be deemed to be and may be treated as its absolute owner for all purposes and regardless of any notice of ownership, trust or an interest in it, or its theft or loss and no person shall be liable for so treating the holder.

Title and Transfer. DFC, or its affiliates, are the legal owner of and have valid and marketable title to the Securitization Residuals, the Non-Performing Loan Trust Residual and the Other Consideration, free and clear of any lien, pledge and encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Securitization Residuals, the Non-Performing Loan Trust Residual and the Other Consideration will pass to the Company free and clear of any lien, pledge and encumbrance or any claim of any third party.

Title and Transfer. 2.01 Title to Bearer Covered Bonds, Receipts and Coupons passes by delivery. References herein to the “Holders” of Bearer Covered Bonds or of Receipts or Coupons are to the bearers of such Bearer Covered Bonds or such Receipts or Coupons. 2.02 Title to Registered Covered Bonds passes by due endorsement in the relevant register. The Issuer shall procure that the Registrar keep a register or registers in which shall be entered the names and addresses of the Holders of Registered Covered Bonds and particulars of the Registered Covered Bonds held by them. Such registration shall be noted on the Registered Covered Bonds by the Registrar. References herein to the “Holders” of Registered Covered Bonds are to the persons in whose names such Registered Covered Bonds are so registered in the relevant register. 2.03 The Holder of any Bearer Covered Bond, Coupon, Receipt or Registered Covered Bond will for all purposes of the Trust Deed, Security Agreements and Agency Agreement (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner whether or not it is overdue and regardless of any notice of ownership, trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof and no person shall be liable for so treating such Holder.

Title and Transfer of risks 7.1 Until payment in full has been received by Seller for all Product supplied by Seller under this Contract: (a) the Product shall remain the property of the Seller, (b) the Product shall so far as practicable be kept separate from other goods on the premises of Buyer so as to be readily identifiable as goods of Seller and (c) Buyer shall be at liberty to resell the Product in the ordinary course of business or to use the Product in any process provided that such liberty shall automatically end without the need for notice if Buyer shall fail to make any payment when it becomes due, or shall default in due performance or observance of any other obligation under this Contract, or shall be declared insolvent. Seller may then by notice in writing to Buyer terminate this Contract. Upon such termination, Seller shall be entitled to enter upon Xxxxx's premises in order to remove any of the Product to which Seller has retained ownership and for this purpose Buyer shall afford Seller all reasonable assistance to locate and take possession of the Product. 7.2 Upon termination of Buyer's liberty to resell or use the Product it shall promptly place the Product at Seller's disposal and Seller shall be entitled to enter upon Xxxxx's premises for the purpose of removing the Product. 7.3 For the purpose of the foregoing paragraphs of this condition and in the absence of evidence to the contrary, the Product supplied by Seller to Buyer at any time shall be deemed to have been resold, used or processed in the order in which the Product was supplied. Nothing herein shall give Buyer the right to return the Product to Seller. 7.4 The associated risks shall, be transferred either upon delivery of the Products where they are collected by Buyer at Seller's plants or warehouses or on handover of the Products to the carrier where they are to be delivered by Seller; Buyer alone shall bear the associated risks in respect of both Seller and third parties. 7.5 Upon delivery of the Products to Buyer, Seller authorizes Buyer to carry out any processing operations or sales transactions relating to the Products, it being expressly agreed that even in this case Seller shall retain the right to claim them back, irrespective of their condition and who is in possession of them, or to claim the price paid for them where they have been resold, at its first request and without the need for prior written notice in the event of delayed payment or full or partial non-payment. 7.6 At Seller...