TRANSFER OF TITLE AND OWNERSHIP Sample Clauses

TRANSFER OF TITLE AND OWNERSHIP. 11.1 Without prejudice to the provisions of Section 9.1, the Equipment shall remain the Seller's property until the relevant purchase price will have been paid in full. In the event the applicable laws do not permit the Seller to retain title, the Seller shall be entitled to a security interest or charge in the asset. The Buyer shall give the Seller every assistance in securing an interest in the property or taking any measure required to protect Seller's title or such other rights. The retention of title, security interest or charge shall not affect the passing of risk of loss and/or damage under Section 9.
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TRANSFER OF TITLE AND OWNERSHIP. This Agreement shall constitute a conveyance by the DEVELOPER to the CITY of title to all water distribution and wastewater collection and transmission facilities installed by the DEVELOPER or the DEVELOPER's contractor, pursuant to the provisions of this Agreement. Such conveyance shall take effect pursuant to Division 3 and 4 of Article II, Chapter 13 of the Coconut Creek Land Development Code. Included in the approval and acceptance of the system by the City Engineer shall be documentation demonstrating the DEVELOPER's compliance with the above-referenced sections of the Land Development Code. As further evidence of said transfer of title and upon the completion of the installation and prior to the rendering of service by the CITY, the DEVELOPER shall convey to the CITY by "Xxxx of Sale" in form satisfactory to the CITY’S counsel, the complete on-site and off-site water distribution and wastewater collection and transmission facilities. The DEVELOPER shall further cause to be conveyed to the CITY all easements and rights-of-ways covering areas in which water and wastewater facilities are installed, by recordable document in form satisfactory to the CITY’s counsel. Until such time as DEVELOPER conveys title and ownership to CITY as required herein and the documentation evidencing same is accepted by CITY, DEVELOPER shall retain ownership of all facilities installed by DEVELOPER and shall be solely responsible for the facilities and maintenance of same. The DEVELOPER shall also convey to CITY any and all wastewater collection and transmission facilities. All conveyances of easements, rights-of-ways, or real property shall be accompanied by evidence of title, satisfactory to the CITY, establishing the DEVELOPER's right to convey such easements, rights-of-ways or real property and further evidencing the CITY's right to the continuous usage of such easements, rights- of-way, or real property. The CITY agrees that the acceptance of the water distribution and wastewater collection and transmission facilities installed by the DEVELOPER shall constitute the assumption of responsibility by the CITY for the continuous operation and maintenance of such systems from that date forward. Mortgagees, if any, holding prior liens on such properties shall be required to release such liens, subordinate their position or join in the grant dedication and/or conveyance of the easements, rights-of- way or real property , prior to acceptance of said dedication, easement, right-o...
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TRANSFER OF TITLE AND OWNERSHIP. The title, right and interest to be conveyed shall be subject to applicable laws, the Declaration, and the Design Standards and Guidelines, the Articles of Incorporation and the By-Laws of the BGCEA of which shall be a member in accordance with Section 10, its rules and regulations, zoning regulations, other restrictions on the use of the Lot as may be imposed by governmental and other authorities having jurisdiction over them and the restrictions in Section 6.1, by all of which the BUYER agrees to be bound. The SELLER shall deliver to the BUYER the transfer certificate of title covering the Lot upon the issuance thereof by the appropriate register of deeds.
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TRANSFER OF TITLE AND OWNERSHIP. 7.2.1 Provided that the Development Completion Date occurs on or before the Projected Completion Date, the Final Istisna’ Instalment shall be paid on the Development Completion Date.
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TRANSFER OF TITLE AND OWNERSHIP. So long as Buyer is not in default with respect to any of its obligations hereunder, pursuant to Section 7 hereof, upon payment of the purchase price and all other amounts due or payable hereunder, Seller shall transfer to Buyer the title to and ownership of the Equipment, on an "as is, where is" basis and such transfer of title shall not impply any warranty other than normally offered by Seller for the Equipment.
Sample 1
TRANSFER OF TITLE AND OWNERSHIP. Ownership of the Goods passes to us at delivery. To the extent that the Goods contain software necessary for operation of Goods, and embedded in and delivered as integral part of Goods (the “Embedded Software”), ownership of such Embedded Software will not pass to us but Supplier must inform us expressly about Embedded Software prior to the Agreement being entered into. Additionally, Supplier shall grant, or – as applicable – shall procure that the third party owner grants, us and all users a worldwide, irrevocable, perpetual, transferable, non-exclusive, royalty-free right to use the Embedded Software as integral part of such Goods. Failure of Supplier to abide by the provisions contained in this article and relating to Embedded Software is to be regarded as a material breach of the Agreement, in which case we may withdraw from the Agreement without prejudice to any of our rights to claim full damages.
Sample 1
TRANSFER OF TITLE AND OWNERSHIP. The risk as to price and performance as well as the title in the Goods shall pass to Purchaser in accordance with the applicable Incoterm. However, if the Agreement provides for a formal acceptance, the aformentioned risks shall not pass prior to such acceptance. Unless otherwise agreed, the place of risk-transfer shall also determine the place of performance. If the PO provides for Supplier to perform any design, engineering, analytical or similar work or provides for the delivery of any software, firmware, copyrightable materials or derivative works thereof specifically made for Purchaser, all such work and deliverables shall constitute “works made for hire”, and all right, title and interest that Supplier has in and to any patentable invention, know‐how and trade secrets, copyrightable materials and derivative works thereof that Supplier shall conceive, originate or reduce to practice, either individually or jointly with others, in connection with its performance of a PO are hereby assigned to Purchaser and shall be Purchaser’s sole and exclusive property. INSURANCE AND LIABILITY Supplier shall maintain Comprehensive General Liability with an insurer acceptable to Purchaser, in an amount (in the currency set forth in the PO) of no less than five million Euros (€ 5,000,000) per occurrence, for damage to or destruction of property (including loss of use), including products and completed operations coverage and contractual liability, or a combined single limit of five million Euros (€ 5,000,000) for bodily injury including death. Supplier shall name Purchaser as an additional insured and provide a certificate of insurance. Any deductible or self-insurance shall be of a level acceptable to Purchaser. In case that the Agreement provides for an Incoterm that imposes on Supplier the transportation risk and/or obligation to carry out appropriate insurance, Supplier shall provide such insurance coverage and issue to Purchaser a certificate of insurance. Except as otherwise provided herein, Supplier´s liability shall be subject to the applicable law. Supplier shall neither disclaim nor limit his legal liability towards Purchaser. Supplier shall be liable for the fault of its sub-contractors or his suppliers as if it was its own fault. Supplier shall be liable for defective products regardless of fault or negligence, if and to the extent that such a (strict) liability is provided by the applicable law. APPLICABLE LAW, JURISDICTION These GCP, any PO, and all acts ...
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Related to TRANSFER OF TITLE AND OWNERSHIP

  • Transfer of Title None of Seller’s property interest in the Product will pass to Buyer until the Delivery and payment set forth above are complete. Upon such completion, all rights, title and interest in and to the Product, to the full extent the same is property, will transfer to Buyer. To the extent that any Transaction is for Product not yet generated at the time of the Transaction, Seller agrees to make and Buyer agrees to accept actual Delivery of the Product, unless sooner netted out pursuant to opposite purchases and sales between the Parties.

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Passage of Title and Risk of Loss Legal title, equitable title and risk of loss with respect to the Acquired Assets will not pass to Buyer until the Acquired Assets are transferred at the Closing.

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • No Merger of Title There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same person or entity may acquire, own or hold, directly or indirectly: (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Certificate of Title The Receivable File related to such Receivable contains the original Certificate of Title (or a photocopy or image thereof) or evidence that an application for a Certificate of Title has been filed.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

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