TITLE TO MATERIAL Sample Clauses

TITLE TO MATERIAL from excavation and demolition
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TITLE TO MATERIAL. 7.1 Except as and to the extent otherwise provided herein, neither this Agreement nor the performance of Work hereunder, shall give either CUSTOMER or NOVO any ownership interest in or right to any IP Right of the other party. All IP Rights that are owned or controlled by a party at the commencement of this Agreement shall remain under the ownership or control of such party throughout this Agreement and thereafter. 7.2 CUSTOMER hereby grants to NOVO a royalty free, non-exclusive, worldwide license to use and practice the CUSTOMER Materials and applicable CUSTOMER IP Rights for the sole purpose of NOVO's performance of the Work under this Agreement including the Statements of Work. CUSTOMER understands that in order to use the results of the Work performed hereunder, it may be necessary to obtain licenses of third party software (such as third party database software licenses) in order to be able to fully use the results of the Work. NOVO shall cooperate with CUSTOMER in CUSTOMER's obtaining such third party licenses and CUSTOMER agrees to bear the expense of obtaining such licenses provided that NOVO sets forth any required licenses in the applicable Statement of Work. With respect to all materials and software, if any, that are reasonably necessary or desirable for NOVO to perform the services, the parties agree to cooperate in obtaining for NOVO (at CUSTOMER's sole expense) the right for NOVO to use, solely for the purpose of performing the Work for CUSTOMER hereunder, such third party information, software and technology, and all IP Rights therein. 7.3 The parties agree that the NOVO Technology hereunder and all IP Rights therein, (but excluding the NOVO Work product, CUSTOMER Materials and all IP Rights in the CUSTOMER Materials, and the NOVO Work Product), is and shall be owned by, and shall be the sole and exclusive property of, NOVO. NOVO hereby grants, subject to compliance with the license terms below, to CUSTOMER the following rights: (a) in the NOVO Technology, the worldwide, royalty free, perpetual, irrevocable (except in case of a termination of this license for breach or violation by CUSTOMER of its obligations pursuant to this Section 7.3(a) or Section 8), non-assignable (except to CUSTOMER' affiliates and successors), limited license, with right to sublicense (but only for the benefit of CUSTOMER or its permitted successor or assigns), to do any and all of the following: use, include in other product material, copy and reproduce the NOVO Te...
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TITLE TO MATERIAL. Unless expressed otherwise in the Order, title to the material will pass to SMUD upon XXXX's receipt of such material. C.O.D. Shipments will not be accepted unless arrangements are made when the order is placed.
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TITLE TO MATERIAL. All right, title and interest in and to all work and work products developed or produced under this Contract whether in the form of course development or related training specifications, drawings, sketches, models, samples, data, computer programs, documentation or other technical or business information, and all right, title and interest in patents, copyrights, trade secrets, trademarks and other intellectual property derived from such work and work products are hereby assigned by the Professional Consultant to AT&T. All work and work products shall be delivered to AT&T as required herein or on termination or completion of this Contract, whichever is earlier, unless the Professional Consultant is requested in writing to do otherwise. All such work and work products shall be considered "work made for hire" to the extent allowed by law. Professional Consultant shall require its employees, agents and subcontractors developing or producing work or work products under this Contract to execute and supply to AT&T (and Professional Consultant shall execute and supply to AT&T) at no extra cost, all such assignments, as AT&T deems appropriate to assure and perfect such transfer or vesting of all right, title, and interest in the work, work products and intellectual property to AT&T. Any materials developed under this Contract will be provided to AT&T in appropriate and current "Microsoft Office" formats: Notwithstanding anything contained in this Article to contrary, Professional Consultant shall retain all ownership in any materials related to training previously developed by Professional Consultant, subject to Professional Consultant's ability to document the date and creation of such materials.
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TITLE TO MATERIAL. Title to Refuse, Solid Waste, Recyclable Materials, Yard Waste, and Brush shall pass to Contractor when it is loaded into Contractor’s truck or delivered to Contractor’s facility, as appropriate. Title to and liability for Unacceptable Waste or Hazardous Waste shall not pass to Contractor and shall remain with the generator.
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TITLE TO MATERIAL. Title to all material consigned hereunder shall be and remain with the consignor and shall be clearly marked as such until such time as said material is sold and shipped or transferred to a good faith purchaser and paid for at which time the title to the material sold will transfer from the consignor to the purchaser thereof.
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TITLE TO MATERIAL. Healthy Minds shall retain its ownership of any and all intellectual property provided, described or developed under this Agreement, and Healthy Minds hereby grants Client a personal, nonexclusive, royalty-free license to use such intellectual property.
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TITLE TO MATERIAL. Title to and liability shall always remain with Client, regardless of whether any unacceptable material is loaded or unloaded, and Client expressly agrees to defend, indemnify, and hold harmless the Contractor and/or ISAOA from and against any all damages and liabilities resulting from or arising out of such material.
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TITLE TO MATERIAL incomplete Products
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Related to TITLE TO MATERIAL

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Title to Equipment Title shall vest in the Contractor to all equipment purchased hereunder.

  • Title to Data All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

  • Title to Goods passes to Buyer upon receipt of the Goods at the Buyer- designated location, whether it is an address of the Buyer or of any third party designated by Buyer.

  • Title to Improvements Any improvements, developments, adaptations and/or modifications to the Foreground Intellectual Property, and any and all new inventions or discoveries, based on or resulting from the use of Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively owned by Transnet. The Supplier/Service Provider shall disclose promptly to Transnet all such improvements, developments, adaptations and/or modifications, inventions or discoveries. The Supplier/Service Provider hereby undertakes to sign all documents and do all things as may be necessary to effect, record and perfect the assignment of such improvements, developments, adaptations and/or modifications, inventions or discoveries to Transnet and the Supplier/Service Provider shall reasonably assist Transnet in attaining, maintaining or documenting ownership and/or protection of the improved Foreground Intellectual Property.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • Title to Intellectual Property a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or developed by the Supplier/Service Provider, its researchers, agents and employees shall vest in Transnet and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Foreground Intellectual Property. The Supplier/Service Provider shall not at any time during or after the termination or cancellation of this Agreement dispute the validity or enforceability of such Foreground Intellectual Property, or cause to be done any act or anything contesting or in any way impairing or tending to impair any part of that right, title and interest to any of the Foreground Intellectual Property and shall not counsel or assist any person to do so. b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual Property anywhere in the world as it shall decide in its own absolute discretion and the Supplier/Service Provider shall reasonably assist Transnet in attaining and maintaining protection of the Foreground Intellectual Property. c) Where the Foreground Intellectual Property was created by the Supplier/Service Provider or its researchers, agents and employees and where Transnet elects not to exercise its option to seek protection or decides to discontinue the financial support of the prosecution or maintenance of any such protection, Transnet shall notify the Supplier/Service Provider who shall have the right of first refusal to file or continue prosecution or maintain any such applications and to maintain any protection issuing on the Foreground Intellectual Property. d) No consideration shall be paid by Transnet to the Supplier/Service Provider for the assignment of any Foreground Intellectual Property from the Supplier/Service Provider to Transnet, over and above the sums payable in terms of this Agreement. The Supplier/Service Provider undertakes to sign all documents and do all things as may be necessary to effect, record and perfect the assignment of the Foreground Intellectual Property to Transnet. e) Subject to anything contrary contained in this Agreement and/or the prior written consent of Transnet [which consent shall not be unreasonably be withheld], the Supplier/Service Provider shall under no circumstances be entitled as of right, or to claim the right, to use Transnet’s Background Intellectual Property and/or Foreground Intellectual Property.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Real Property (a) Purchaser agrees to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

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