Asset Transfer Passage of Title Delivery Sample Clauses
The 'Asset Transfer; Passage of Title; Delivery' clause defines the process by which ownership of assets is transferred from one party to another, including the timing and method of delivery. It typically specifies when legal title to the assets passes—such as upon payment, physical delivery, or completion of certain conditions—and outlines the responsibilities for delivering the assets, whether physically or electronically. This clause ensures both parties are clear on when ownership changes hands and who bears the risk at each stage, thereby reducing disputes and providing certainty in the transaction.
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Asset Transfer Passage of Title Delivery. Upon the Closing, all of Seller’s right, title and interest in and to all of the Assets shall pass to Purchaser; and Seller shall deliver to Purchaser possession of all of the Asset, and shall further deliver to Purchaser the ▇▇▇▇ of Sale attached hereto as Exhibit A, as well as such other instruments of conveyance as the parties hereto may reasonably request (both at and after the Closing) to effect or evidence the transfers contemplated hereby.
Asset Transfer Passage of Title Delivery. (a) Upon the Closing, all of the right, title and interest of Seller in and to all of the Purchased Assets shall pass to Purchaser, and Seller shall deliver to Purchaser possession or control of all of the Purchased Assets and shall further deliver to Purchaser proper assignments, conveyances and bills of sale sufficient to convey to Purchaser good (and in the case of tangible assets, marketable) title to all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances, as well as such other instruments of conveyance as Purchaser may reasonably determine are necessary (both at and after the Closing) to effect or evidence the transfers contemplated hereby.
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser all of the Purchased Assets, which shall be delivered to Purchaser in the form and to the location to be determined by Purchaser in its reasonable discretion before the Closing Date at Purchaser's cost and expense; provided, that (i) Seller shall deliver possession of all of Seller's tangible personal property at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 100, San Jose, California 95119-1206 at that location and (ii) all other Purchased Assets, shall be delivered in a manner reasonably acceptable to Purchaser. Except as otherwise provided in Section 10.6, Seller shall not retain any copy of any Purchased Asset following the Closing. Purchased Assets not located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ are listed on Schedule 2.3(b).
(c) At the Closing, Seller shall deliver possession and control of the premises at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 100, San Jose, California 95119-1206 in accordance with Seller's current lease of such premises.
Asset Transfer Passage of Title Delivery. At the Closing, all ------------------------------------------ of SCP's right, title to, and interest in all of the Acquired Assets shall pass to TSI, and SCP shall deliver to TSI possession of all of the Acquired Assets. SCP shall further deliver to TSI proper assignments, conveyances and bills of sale, in form reasonably satisfactory to TSI, sufficient to convey to TSI good and marketable title to all the Acquired Assets, free and clear of all Encumbrances, as well as such other instruments of conveyance as TSI may reasonably deem necessary, at or after the Closing, to effect or evidence the transfers provided in this Agreement.
Asset Transfer Passage of Title Delivery. Upon the Closing all of Seller's right title and interest in and to all of the Acquired Assets shall pass to Buyer; and Seller shall deliver to Buyer possession of all of the Acquired Assets and shall further deliver to Buyer proper assignments, conveyances and bills of sale sufficient to convey to Buyer good and marketable title to all the Acquired Assets in the forms reasonably requested by Buyer, free and clear of all Encumbrances, and such other instruments of conveyance as Buyer or its counsel may reasonably deem necessary or desirable (either at and after the Closing) to effect or evidence the transfers contemplated hereby. Physical delivery by Seller of all of the Acquired Assets shall occur on or before January 12,
Asset Transfer Passage of Title Delivery