Rights of Title Clause Samples

The 'Rights of Title' clause defines the ownership and transfer of legal title to goods, property, or assets under a contract. Typically, it specifies when and how title passes from the seller to the buyer, such as upon delivery, payment, or fulfillment of certain conditions. For example, in a sales agreement, this clause clarifies whether the buyer obtains ownership immediately upon purchase or only after full payment is received. Its core function is to prevent disputes by clearly establishing when ownership changes hands, thereby allocating risk and responsibility between the parties.
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Rights of Title. All source code, reports, programs, manuals, disks, tapes, and any other material prepared by or worked upon by CONTRACTOR’s employees under this Professional Services Agreement shall be the exclusive property of COUNTY, and COUNTY shall have the right to obtain from CONTRACTOR and/or CONTRACTOR’s employees, and to hold in COUNTYs’ name copyrights, trademark registrations, patents, or whatever protection COUNTY may deem appropriate to the subject matter. ▇▇▇▇▇▇▇▇▇▇ agrees to give to COUNTY all assistance reasonably required to perfect the rights herein above defined.
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Rights of Title. Except for the Software as set forth in Section 4 herein, all rights and title to changes in COMPUWARE client's software produced by ALYDAAR under this Agreement, including reports, programs, manuals, discs, tapes, listings, belong exclusively to COMPUWARE's client and shall be considered works made for hire. ALYDAAR agrees that COMPUWARE or COMPUWARE's clients have the right to hold all copyrights, trademarks, patents or whatever protection may be deemed appropriate to such changes to COMPUWARE client's software. ALYDAAR agrees to give COMPUWARE all reasonable assistance required to protect the rights defined herein.
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Rights of Title. Except related to rights in the Software (as defined herein), all CLIENT reports, programs, manuals, discs, tapes, listings and any other material prepared by or worked on by COMPUWARE's employees shall belong exclusively to CLIENT and CLIENT shall have the right to obtain from COMPUWARE and/or COMPUWARE's employees, and to hold in CLIENT's name all copyrights, trademark registrations, patents or whatever protection CLIENT may deem appropriate to the subject matter. COMPUWARE agrees to give CLIENT reasonable assistance required to protect the rights defined in this paragraph.
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Rights of Title. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by JEFFERSON WELLS' employees shall belong exclusively to CLIENT ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇l have the right to obtain from JEFFERSON WELLS and/or JEFFERSON WELL' employees, and to hold in ▇▇▇▇▇▇'▇ ▇▇▇▇ all copyrights, trademark registrations, patents or whatever protection CLIENT may deem appropnate to the subject matter. JEFFERSON WELLS agrees to give CLIENT reasonable assistance, at ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇e, required to protect the rights defined in this paragraph. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by JEFFERSON WELLS' employees is intended solely for the use of ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇l management and is not intended to be and should not be used by any other parties without the prior written consent of JEFFERSON WELLS, which consent shall not be unreasonably withhe▇▇.
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Rights of Title. The Report and all other reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepares solely under this Agreement by Consultant shall belong exclusively to Client. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by Consultant is intended solely for the use of Client’s internal management and is not intended to be and should not be used by any other parties without the prior written consent of Consultant.
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Rights of Title. (a) All course manuals, programs, discs, tapes, listings and any other material prepared solely under this Agreement by ▇▇▇▇' employees shall belong exclusively to ▇▇▇▇. ▇▇▇▇ and/or ▇▇▇▇' employees shall maintain the right to hold in ▇▇▇▇'▇ name all copyrights, trademark registrations, patents or whatever protection ▇▇▇▇ may deem appropriate to the course materials and related subject matter. The approximate thirteen (13) hours of the cognitive interviewing training belongs exclusively to ▇▇▇▇. (b) All software, programs, discs, tapes, listings, and other material prepared by IQBIOMETRIX's employees shall belong exclusively to IQBIOMETRIX. IQBIOMETRIX and/or IQBIOMETRIX's employees shall maintain the right to hold in IQBIOMETRIX's name all copyrights, trademark registrations, patents or whatever protection IQBIOMETRIX may deem appropriate to the software materials and related subject matter. The approximate three (3) hours of training that relates to IQBIOMETRIX products and training is generic and shall belong exclusively to IQBIOMETRIX.
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Rights of Title. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by CAG/TPI employees shall belong exclusively to CLIENT. CLIENT shall have the right to obtain from CAG/TPI and/or CAG/TPI’s employees, and to hold in CLIENT’s name all copyrights, trademark registrations, patents or other protection CLIENT may deem appropriate to protect such reports. CAG/TPI agrees to give CLIENT reasonable assistance, at CLIENT’s expense, required to protect the rights defined in this paragraph. CLIENT acknowledges that CAG/TPI has the right to maintain for its own record keeping purposes a copy of all reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared under this Agreement by CAG/TPI’s employees to the extent the maintenance of such records is required by applicable law.
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Related to Rights of Title

  • Documents of Title Not sign or authorize the signing of any financing statement or other document naming Borrower as debtor or obligor, or acquiesce or cooperate in the issuance of any ▇▇▇▇ of lading, warehouse receipt or other document or instrument of title with respect to any Collateral, except those negotiated to Lender, or those naming Lender as secured party, or if solely to create, perfect or maintain a Permitted Lien.

  • 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).

  • 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,

  • 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.

  • Certificates of Title Upon the request of Secured Party, if a certificate of title is issued or outstanding with respect to any Vehicle or other Collateral with a fair market value of at least $50,000, cause the Security Interest to be properly noted thereon.