Extended Reservation of Title Sample Clauses

Extended Reservation of Title a) The customer assigns all claims arising from the resale of products on which the reservation of title rests to ▇▇▇▇▇▇▇▇▇ meteo GmbH in advance. With regard to co-owned merchandise, such assignment is restricted to the respective proportion of value as set out above in clause 3 b). b) Should the value of the product on which the reservation of title rests increase by virtue of processing or installation, the advance assignment is restricted to 110 % of the net invoice value as stated by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GmbH. However, the customer may not enforce his share in the assigned claim to the disadvantage of ▇▇▇▇▇▇▇▇▇ meteo GmbH. c) In the course of ordinary business, the customer remains entitled to collect the assigned claims in his own name. ▇▇▇▇▇▇▇▇▇ meteo GmbH may at any time and without giving reason revoke this authority to collect the assigned claims and may inform the customer’s subcontractor about the assignment. In case the authority to collect the assigned claims is revoked, ▇▇▇▇▇▇▇▇▇ meteo GmbH may demand that the customer name his recipients in a manner which enables ▇▇▇▇▇▇▇▇▇ meteo GmbH to notify the garnishee of the assignment d) In case a customer, prior to the assignment to ▇▇▇▇▇▇▇▇▇ meteo GmbH, has assigned his claims against a subcontractor arising from the resale of products on which the retention of title rest to third parties (in particular to a bank as a credit grantor), such disposition is deemed not to have taken place in the ordinary course of business. e) In case the customer intends to assign the claims arising from the resale of prod- ucts under an extended reservation of title to a third party bearing the delcredere risk (genuine factoring), the validity of such transfer depends on the advance written ap- proval of ▇▇▇▇▇▇▇▇▇ meteo GmbH. Otherwise, such disposal is deemed not to have taken place in the ordinary course of business. The same applies in case the claims are assigned to a third party, which does not, or only to a limited extent, bear the delcredere risk (fake factoring). f) All claims which arise from the resale of (co-owned) products under reservation of title and have been assigned by the customer to ▇▇▇▇▇▇▇▇▇ meteo GmbH in ad- ▇▇▇▇▇ serve as security not only for the purchase price for the respective product resold, but also for all further claims mentioned in clauses 1 to 3 above.
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Extended Reservation of Title. 13.1. The products delivered by IMCD to the Buyer (including the items replacing them in accordance with the following provisions and also covered by the retention of title) remain the property of IMCD ("Reserved Goods") until complete payment of all claims arising from the business relationship. 13.2. The Buyer is not entitled to pledge the Reserved Goods or to assign them as security. In the event of seizure of the Reserved Goods by third parties or other access by third parties, the Buyer must clearly point out the ownership of IMCD and inform IMCD immediately in writing so that IMCD can pursue its ownership rights. 13.3. The Buyer is entitled to use, process, transform, combine, mix and/or sell the Reserved Goods in the ordinary course of business as long as no application has been made for the opening of insolvency proceedings against the Buyer's assets and as long as the Buyer is not unable to pay. 13.4. If the Reserved Goods are processed or transformed by the Buyer (§ 950 BGB), it applies that this is always done for IMCD as manufacturer in the name and for the account of IMCD. IMCD directly acquires the ownership of the newly created object or – if the processing or transformation is carried out from materials of several owners – the co-ownership (fractional ownership) of it in the ratio of the value of the Reserved Goods (gross invoice value) to the value of the other processed/transformed materials at the time of the processing/transforming. 13.5. The Buyer already now assigns to IMCD in its entirety – in case of co- ownership of IMCD's Reserved Goods pro rata according to co-ownership share of IMCD – the Buyer's re-muneration claims against his customers from a resale of the Reserved Goods as well as those claims of the Buyer with regard to the Reserved Goods which arise from any other legal reason against his customers or third parties (in particular claims from tort and claims to insurance benefits), including all balance claims from current account. IMCD hereby accepts this assignment. 13.6. IMCD hereby revocably authorizes the Buyer to collect the claims assigned to IMCD in his own name for IMCD. The right of IMCD to collect these claims itself is not affected by this. However, IMCD will not collect them itself and will not revoke the collection authorisation as long as the Buyer duly fulfils his payment obligations towards IMCD (in particular does not fall into arrears), as long as no application for the opening of insolvency proceedings h...
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Related to Extended Reservation of Title

  • Reservation of Title Until all claims have been satisfied (including all current account balances) that we are entitled to on any legal basis now and in future vis-à-vis the customer we shall be granted the following securities: The goods remain our property. Processing or transformation is always done for us as the manufacturer, however, without any obligation. If our (co)-ownership is lost during processing, it is already now agreed that the customer's (co)-ownership in the joint item is ceded to us in proportion to its value (invoice value including VAT). Customer shall store our (co)-owned property free of charge. Customer shall agree to treat the goods under retention of title carefully and to insure them sufficiently at its own cost against fire, water damage and theft. Hereinafter, goods that are (co)-owned by us shall be called goods subject to retention of title. As long as customer is not in arrears, customer shall be entitled to process and sell the goods subject to retention of title in the due course of business. Pledging or assignments as security shall not be permitted. By way of security, customer shall already now assign to us in full all claims (including all current account balances) arising from resale or another legal basis (insurance, unlawful act, etc.) of the goods subject to retention of title. We revocably authorise customer to collect the claims assigned to us for customer's account in customer's own name. This direct debit authorisation may be revoked in particular if customer does not fulfil its payment obligations properly. In cases where third parties access the goods subject to retention of title, particularly in the case of distraint, and in case an initiation of a composition or insolvency proceeding is filed, customer shall point out our ownership and shall notify us immediately so that we may enforce our ownership rights. If the third party is not able to reimburse us the judicial or extra-judicial costs incurred in this context, customer shall be liable to us for such costs. In the case of customer acting contrary to the terms of the contract, in particular if customer is in default of payment, we shall be entitled to rescind the contract and to demand that the goods subject to retention of title be returned to us. At the discretion of customer, we will release the goods customer desires, provided their value exceeds, on a permanent basis, the claims mentioned above by more than 10%. If, according to the legal provisions in customer's country, retention of title is not permitted or permitted only to a limited extent, our above-named rights shall be limited to the statutory scope.

  • 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,

  • Retention of Title ‌ 9.1. The ownership of Goods shall remain the sole and absolute ownership of Supplier until such time as Purchaser has paid in full to Supplier the agreed price for the delivered Goods, as well as any interest, collection costs, or other amounts due with respect to such Goods.‌ 9.2. If applicable law does not permit the enforcement of a reservation of ownership by Supplier as stipulated in Section 9.1, Purchaser shall warrant that Supplier has rights that have the same or similar effect as the agreed retention of ownership, to the fullest extent possible under the applicable law. 9.3. Until Purchaser becomes the full and unconditional owner of the Goods in accordance with Section 9.1: (a) Purchaser shall store the Goods separately from his own goods or the goods of any other person and shall identify these as the property of Supplier and preserve all labels, identifying marks and stock records identifying them as the property of Supplier;‌ (b) Purchaser shall, to the satisfaction of Supplier, adequately insure the Goods against loss, theft and damage;‌ (c) Supplier shall have absolute authority to retake, sell or otherwise dispose of, all or part of the Goods in which title remains vested in Supplier, without Purchaser being released from the Agreement as a result thereof; (d) for the purpose specified in Section 9.3(c) above, Supplier or any of its agents or authorized representatives shall be entitled to enter any premises of Purchaser in which the Goods are stored or kept, or are reasonably believed to be so during business hours without notice;‌ (e) Purchaser irrevocably consents to fully cooperate with Supplier and enable Supplier to exercise its rights under Sections 9.3(c) and 9.3(d) in all practical aspects, in particular by taking all commercially reasonable actions requested by Supplier that are necessary or useful to give Supplier free access to the Goods and to allow the transportation of the Goods; and (f) Purchaser shall not, without Supplier’s prior written consent, assign, pledge, lease or otherwise dispose of any product or enter into any agreement by which the Goods are subjected to any security right or right to surrender the Goods.

  • Protection of Title (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser (or any subsequent assignee of the Purchaser).

  • Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.