Transfer of Ownership Title Sample Clauses

Transfer of Ownership Title. (a) At Closing, the Redeveloper shall give the Township for the Public Dog Park and WOOEP shall give the Township for Lot 41.02, a properly executed Bargain and Sale Deed with Covenants Against Grantor’s Acts (the “Deed”), an adequate affidavit of title, a properly executed Affidavit of Consideration or Exemption, a true copy of a company Resolution authorizing the sale and conveyance, and such other documentation as may reasonably be requested by the Township’s title insurance company. The Township shall pay for all recording fees and realty transfer taxes, if any, incidental to conveying title to the Township. (b) The Redeveloper and WOOEP shall transfer and convey to the Township clear and marketable title to the Public Dog Park and Lot 41.02, respectively, defined for purposes of this Agreement as insurable by a title insurance company licensed to do business in the State of New Jersey at regular rates free of all claims and rights of others, except for: (a) normal utility easements servicing the Public Dog Park or Lot 41.02, which do not interfere with the Township’s intended use thereof; (b) ALTA preprinted exceptions; (c) any Permitted Exceptions (as hereinafter defined); and (d) real estate taxes not yet due and payable. As soon as possible following the Effective Date the Township shall order a title report and title insurance commitment (the “Title Commitment”), and, if desired by the Township, a Phase I Investigation and survey of the Public Dog Park and Lot 41.02 by a licensed New Jersey surveyor (the “Survey”) and to furnish a copy of the Title Commitment, Phase I Investigation and Survey to the Redeveloper for the Public Dog Park and to WOOEP for Lot 41.02 promptly after the Township receives same. Further, upon providing the Redeveloper and WOOEP with a copy of the Title Commitment and/or Phase I Investigation and Survey, the Township shall notify the Redeveloper and WOOEP in writing of any objection. In the event the Township raises title, environmental and/or Survey objections, the Redeveloper and WOOEP shall have thirty (30) days from the date of receipt of the Township’s written objections in which to decide whether to remedy the objection(s). If the Redeveloper or WOOEP does undertake to remedy the objection(s) the Redeveloper or WOOEP shall be entitled to postpone Closing Date One or Two, respectively for a reasonable period of time in order to effectuate such remedy. In the event the Redeveloper or WOOEP is unable or refuses to remedy...
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Transfer of Ownership Title. (a) On the Transfer Date, Seller shall transfer to Company all right, title and interest in and to the Company-owned Interconnection Facilities to the extent such facilities were designed and constructed by Seller and/or its
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Transfer of Ownership Title. 6.15.1 Ownership title of Ordered Lines, which have been paid for by Owner, shall be deemed as transferred to Owner on the date of deposit into the escrow account of the last amount required in accordance with Article 6.8 of the Contract or in case of the Parties' failure to comply with the Contract due to Force Majeure or Owner's termination of the Contract. 6.15.2 In case the Contractor terminates the Contract for any reason, the full ownership title over the assets created by the implementation of the Project shall be deemed as transferred to the Owner. However, Contractor shall have the right to repurchase these assets for a repurchase price equal to the amount paid by the Owner less the amount of costs determined by an arbitration award which is rendered pursuant to Article 11.4 herein provided that the same arbitration award declares the cause for Contractor's termination of the Contract justified on the grounds of Owner's material breach of the Contract as provided for in Article 10.2 herein.
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Transfer of Ownership Title. (a) Following completion of the construction of the Interconnection Facilities (but prior to the Phase 1 In-Service Date Deadline, as extended for Force Majeure), SELLER shall transfer (such transfer date, the "Transfer Date") to HELCO all of SELLER's right, title and interest in and to the Interconnection Facilities to the extent that such facilities were constructed and owned by SELLER. In connection with the transfer of the Interconnection Facilities, SELLER shall transfer and assign to HELCO all applicable manufacturer's or Contractor's warranties which are assignable. The Interconnection Facilities shall be transferred by SELLER to HELCO "as is, where is" and SELLER shall not provide any warranty whatsoever regarding the Interconnection Facilities, other than the assignment of such manufacturer's or Contractor's warranties. (b) HELCO's title and ownership of the Interconnection Facilities shall be free and clear of subcontractor liens and encumbrances, subject to the following restrictions: (1) SELLER shall reserve and shall at all times have the right to use the Interconnection Facilities (as the same may be replaced, expanded, or modified) for so long as the Facility (as the same may be replaced, expanded, or modified) continues operations at the Site; provided, that, SELLER -------- ---- shall have no right to use the Interconnection Facilities subsequent to the termination of the PPA or to receive the Residual Payment Amount (as defined herein) if such termination is the result of an event of default by SELLER pursuant to Sections 7.1A(4), (7), (8), (9), (12), (13), (18) or (19) of the PPA; and provided, further, that in the event the SELLER notifies HELCO that the -------- ------- Facility has ceased operations, HELCO shall, within thirty (30) days, pay SELLER an amount (the "Residual Payment Amount") to be determined by the parties in good faith based upon depreciated book value or salvage value of the Interconnection Facilities, whichever is greater (or by appraisal if the parties cannot agree within thirty (30) days) based upon the residual value of the Interconnection Facilities at the time the Facility ceases to operate and such right of access terminates; and (2) until such time as the Residual Payment Amount is paid and except as specifically provided otherwise in Section 8, HELCO shall not relocate the Interconnection Facilities or sell, lease or otherwise encumber such facilities without SELLER'S prior written consent. SELLER's continuin...
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Transfer of Ownership Title 
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Related to Transfer of Ownership Title

  • Transfer of Ownership Trust..........................................................

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Transfers of Ownership If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

  • Transfer of Title Each party agrees that all right, title and interest in and to any Eligible Credit Support, Equivalent Credit Support, Equivalent Distributions or Interest Amount which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).

  • Transfer of Possession Possession of the Property shall be transferred to Purchaser at the time of Closing subject to the Permitted Encumbrances.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

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