Title to System and Property Sample Clauses

Title to System and Property. (a) As between the Parties, the System shall at all times retain the legal status of personal property within the meaning of Article 9 of the Uniform Commercial Code and applicable real property law, throughout the duration of this Agreement and thereafter, Provider or Lender or their successors or permitted assigns shall be the legal and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or Lender, their successors or permitted assigns and the System shall not attach to or be deemed a part of, or fixture to, the Property. Host covenants that it will not (i) assert or affirmatively claim or represent in any agreement or contract that the System is not personal property or is not owned by Provider or Lender, their successors or permitted assigns, or (ii) enter into any security agreement or similar document that specifies the System as being part of the collateral for the lien or security interest therein. If there is any mortgage or fixture filing against the Property which could reasonably be construed as prospectively attaching to the System as a fixture of the Property, Host shall, at Provider’s request, provide to such lien holder a statement that the Parties have agreed that the System is personal property and is property of the Provider or Lender, their successors or permitted assigns, and shall, without cost or expense to Host, use commercially reasonable efforts to obtain an acknowledgment from the lien holder that the lien holder does not have a lien on or security interest in the System or that it subordinates its mortgage to the Provider’s and Lenders’ (and their successors’ and assigns’) rights under this Agreement. Host consents to the filing of a disclaimer of the System as a fixture of the Property and/or a precautionary fixture filing in the office where real estate records are customarily filed in the jurisdiction of such Property. Host is not making any representation about the legal characterization of the System as personal property under any law.
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Related to Title to System and Property

  • 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 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.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Work Title to Work, materials and equipment covered by an approved Application for Payment will pass to the Owner either by incorporation in construction or upon receipt of payment by the Contractor, whichever shall occur first;

  • Title to Project Site Title to the Site is vested in the Board of Regents of the University System of Georgia as public property of the State of Georgia, and is not subject to levy or lien.

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

  • Title to Project Deliverables Unless otherwise specified in writing in the Purchase Order, the Authorized User shall have ownership and license rights as follows:

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property: _ The real property in Section II and any personal property in Section III shall be collectively known as the “Property”.

  • 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.

  • ACCESS TO PLANTS AND PROPERTIES Seller shall comply with all the rules and regulations established by Buyer for access to and activities in and around premises controlled by Buyer or Buyer’s customer.

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