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).
Passage of Title 9.7.1 The ownership and title to the Goods and any part thereof shall fully pass to ISR free and clear of all security interests, liens, attachment, encumbrances and any other rights or claims of any kind of any third party, upon the date of issuance by ISR of the Final Acceptance Certificate for each of the Goods at ISR Site. The passing of title to ISR and the vesting of ownership rights shall be without prejudice to any right that may accrue to ISR under this Agreement.
9.7.2 ISR shall bear no responsibility for any Works performed or materials, components or equipment used by Supplier or deposited with any Subcontractor, including such materials, equipment or Works being stored or that have been placed at any Site and which are lost, stolen, damaged, destroyed or otherwise fail prior to Acceptance Certificate. Supplier shall be solely responsible to protect completely and preserve entirely the Goods and any related Works, components, material and equipment until the Acceptance.
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,
Quality of Title (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable law.
Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.
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.
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.
Reservation of Title The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXX; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX for the sale made on its behalf. The company LABORATOIRES XXXXXXX may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX under its claim.
Evidence of Title At the Closing, title to the Developer Parcel shall be marketable and insurable at standard rates by the Title Company pursuant to a full coverage owner 's title insurance policy on the most recent ALTA form then in effect issued by the Title Company (the "Title Policy") showing title to be free and clear of all liens except any existing special assessments, easements, agreements, rights-of-way, restriction and adverse claims as are acceptable to Developer in its sole discretion (the "Permitted Exceptions''). Any existing special assessments ( for future installments) on the City Parcel shall be prorated between the Developer Parcel and City Parcel with each party being responsible for its share of annual installments. Developer will at Developer's sole expense, obtain from the Title Company, within 30 days of the Effective Date, a commitment for a fee owner's title insurance policy (the "Commitment"). Developer shall notify City in writing ("Objection Notice") , not later than thirty (30) days of Developer's receipt of the Commitment (the "Objection Period"), of any title matters regarding the Developer Parcel set forth in the Commitment not acceptable to Developer ("Developer Parcel Defects"). If Developer fails to notify City in writing on or prior to the last day of the Objection Period, which in any event shall not be more than 60 days from the Effective Date, Developer waives it right to object and terminate the Agreement as result of Developer Parcel Defects. City shall, upon receipt of an Objection Notice, have the option of: (i) remedying or removing some or all of the Developer Parcel Defects prior to the Closing to Developer's satisfaction, provided that City shall be required to remedy or remove all mortgages, liens and encumbrances that may be removed or discharged by the payment of money ("Monetary Liens"); or (ii) leaving some or all of the Developer Parcel Defects as is. Within twenty (20) business days after the receipt of an Objection Notice, City shall give Developer written notice of its election of the foregoing options. If City fails to give such notice, the City shall be deemed to have agreed to remedy and/or remove all such Developer Parcel Defects. If City gives notice within such 20 business day period that it is unwilling or unable to remedy or remove one or more of the Developer Parcel Defects, then Developer shall have the option for a 20 day period after receipt of City's notice to give its written notice to the City to either (i) terminate this Agreement , in which event the Xxxxxxx Money shall be returned to Developer and each of Developer and City shall be released from their respective obligations under this Agreement , or (ii) be deemed t o have waived any Developer Parcel Defects that City is unwilling or unable to remedy or remove. I f City cannot or does not remove such Developer Parcel Defect(s) that it has agreed or is deemed to have agreed to remedy and/or remove on or before the date of the Closing ("Uncured Defects"), City shall be in default. In the event of such default, in addition to remedies available to Developer as set forth in Section 14 hereof, Developer may proceed with the Closing, in which event Developer shall waive such Uncured Defects, except for Monetary Liens (and such Uncured Defects shall be deemed Permitted Exceptions hereunder), provided, however, that Developer may require that any Monetary Liens be paid and discharged out of the proceeds of sale. I f City cures all Developer Parcel Defects prior to Closing Developer shall be deemed to have accepted title, except for any title defects that might arise between the date of the Commitment and the Closing Date. I f between the date of the Commitment and the Closing Date , it is determined that title to the Developer Parcel is encumbered by any lien, easement or other claim that was not present as of the date of the commitment , then Developer shall have the same rights to give notice to City objecting to such title matters and the parties shall follow the procedure set forth in this paragraph with respect to Developer Parcel Defects and Closing shall be delayed until the resolution of any such additional title matters pursuant to the foregoing. City expressly advises Developer that the Developer Parcel is subject to certain Environmental Covenants of record and a Declaration of Restrictions recorded June 20, 2013 as 2013-00043376 Xxxxxxxxxx County Records. Any conveyance from the City to Developer of the Developer Parcel shall be subject to the use limitations contained in the Sale/Purchase Contract between the City and Meijer Stores Limited Partnership and the same shall not be considered a Developer Parcel Defect (the "Meijer Covenants").
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.
