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. 11.2 Seller shall retain title to any software and documentation. To the extent that such software and documentation are included in the scope of delivery, then Buyer shall receive a royalty-free, non-exclusive and non-transferable license to use such software and documentation only in connection with the Equipment and for no other purpose whatsoever.
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TRANSFER OF TITLE AND OWNERSHIP. By this AGREEMENT, the DEVELOPER, shall convey to the CITY, 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 WATER AND WASTEWATER 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 at the request of the CITY by "Bill of Sale," in form satisfactory to the CITY's counsel, the complete on-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. The DEVELOPER shall also convey, by Warranty Deed, any and all wastewater collection and transmission facilities. All conveyance of easements, rights-of-ways, or Warranty Deeds shall be accompanied by evidence of title, satisfactory to the CITY, establishing the DEVELOPER's right to convey such easements, rights-of-ways or Warranty Deeds and further evidencing the CITY's right to the continuous enjoyment of such easements, rights-of-way or Warranty Deed properties to the exclusion of any other person in interest. 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 of the easements, rights-of-way or Warranty Deeds, prior to acceptance of said dedication, easement, right-of-way or deed by the CITY. All water distribution or wastewater collection and transmission facilities, save and except consumer installations, shall be covered by easements, rights-of-way or warranty deeds. Neither...
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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. 7.2.2 On payment of the Final Istisna’ Instalment: (a) title, possession and risk to the Istisna’ Development shall automatically pass and transfer from the Seller to the Investment Agent free of any Security other than for any Permitted Security; and (b) the Seller shall provide the same warranties to the Investment Agent in relation to the Istisna’ Development as it receives under the Main Construction Agreement, in form and substance satisfactory to the Investment Agent.
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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.
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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.
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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 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 and/or for servicing either of them. We shall own any documents including specifications, drawings, or designs supplied by us, or produced by Supplier for us with respect to the Goods or Services covered by the Agreement. 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 us, all such work and deliverables shall constitute “works made for hire” under the Copyright Act, 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 us and shall be our sole and exclusive property.
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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. 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. These GCP, any PO, and all acts or omissions of the parties related to these GCP or a...
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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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Related to TRANSFER OF TITLE AND OWNERSHIP

  • 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 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 Proxy 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: 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.

  • 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.

  • 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.

  • Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

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

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