Title and Liability Clause Samples
The "Title and Liability" clause defines who holds legal ownership (title) of goods or property and at what point responsibility for loss or damage (liability) transfers from one party to another. Typically, this clause specifies whether title passes upon delivery, payment, or another agreed event, and clarifies which party bears the risk during transit or storage. Its core function is to allocate risk and responsibility clearly between parties, preventing disputes over ownership and liability in the event of loss or damage.
Title and Liability. Title to, possession of and risk of loss of the gas will pass from the Seller to the Buyer at the applicable Sales Point(s). As between the Parties, Seller will be in exclusive control of the gas and responsible for any damage, injury or loss until the gas has been delivered for Buyer’s account at the Sales Point(s), after which delivery Buyer will be deemed to be in exclusive control and possession and responsible for any injury, damage or loss.
Title and Liability. Title in and to the Charging Stations and all equipment related thereto installed by Tenant will be vested in Tenant throughout the Term of this Lease and shall automatically be transferred to Landlord without further action upon the expiration of this Lease. Tenant shall have no right to remove the Charging Stations after they have been installed. Tenant will indemnify, defend and hold Landlord and Landlord’s mortgagees and contractors harmless from and against any and all third party claims, costs, expenses and liabilities (including reasonable attorneys’ fees) arising out of or in connection with Tenant’s installation, operation, maintenance and repair of the Charging Stations during the Term of this Lease. Tenant’s obligations under this Paragraph 45 will survive the expiration or earlier termination of the term of this Lease.
Title and Liability. Title in and to the Bike Racks and all equipment related thereto installed by Tenant will be vested in Tenant throughout the term of this Lease and, at the expiration of the Lease Term at Landlord’s sole option, will either be removed by Tenant or remain in the Premises (in which event title shall automatically transfer to Landlord without further action). Tenant will indemnify, defend and hold Landlord and Landlord’s mortgagees and contractors harmless from and against any and all third party claims, costs, expenses and liabilities (including reasonable attorneys’ fees) arising out of or in connection with the use of, and with Tenant’s installation, operation, maintenance and repair of, the Bike Racks during the Term of this Lease. Tenant’s obligations under this Paragraph 46 will survive the expiration or earlier termination of the term of this Lease.
Title and Liability. Title in and to the Security System and all equipment related thereto installed by Tenant will be vested in Tenant throughout the term of this Lease and, at the expiration of the Lease Term at Landlord’s sole option, will either be removed by Tenant or remain in the Premises (in which event title shall automatically transfer to Landlord without further action). Tenant will indemnify, defend and hold Landlord and Landlord’s mortgagees and contractors harmless from and against any and all third party claims, costs, expenses and liabilities (including reasonable attorneys’ fees) arising out of or in connection with Tenant’s installation, operation, maintenance, repair and removal of the Security System. Tenant’s obligations under this Paragraph 44 will survive the expiration or earlier termination of the term of this Lease.
Title and Liability. Title to all Products shall pass to the Retailer from ZMC only upon payment in full to ZMC for the Products. Until ZMC has received payment in full, all right, title and a purchase money security interest in and to the Products and a purchase money security interest in all proceeds thereof shall remain with ZMC. The Retailer agrees to execute any and all conditional sales contracts, security agreements, documents and notices as may be required to preserve, protect and perfect the retention of title and security interests of ZMC in the Products and the proceeds thereof under all applicable laws 5.5
Title and Liability. 4.1 Unless specified otherwise in the applicable Short Form, title to, possession of, and risk of loss of Gas shall pass to BUYER at the applicable Delivery Point.
4.2 As between the parties hereto, SELLER shall be in exclusive control and possession of the Gas and responsible for any damage or injury caused thereby until same shall have been delivered for BUYER's account at the relevant Delivery Point, after which delivery BUYER shall be deemed to be in exclusive control and possession thereof and responsible for any injury or damage caused thereby.
Title and Liability. Title to and liability for waste materials shall pass from the CITY to the CONTRACTOR once the loading operation onto the CONTRACTOR’s vehicles has begun. During the term of this Agreement, CITY may, from time to time, provide to CONTRACTOR certain prepackaged waste materials. Waste materials to be handled pursuant to this Agreement shall be agreed upon in advance in writing by CONTRACTOR and CITY. At the time CITY requests the Services of CONTRACTOR, CITY shall provide a Waste Profile Sheet or similar document (“Waste Profile”) to CONTRACTOR completely and accurately describing the waste materials and its (their) characteristics. Upon approval by CONTRACTOR, the Waste Profile shall be incorporated into and become a part of this Agreement. Waste materials which are discovered to be non-conforming may be rejected by CONTRACTOR. Title, risk of loss and all other incidents of ownership to non-conforming wastes shall remain at all times with CITY. Waste materials shall be considered non-conforming for purposes of this Agreement if: (1) the waste materials are not properly packaged or labeled; or (2) the waste materials contain constituents or have characteristics or properties not disclosed on the Waste Profile, and such constituents, characteristics or properties increase the cost to CONTRACTOR or increase the risk of hazard to human health or the environment from the handling, transportation, storage or disposal of such materials; or (3) the designated disposal facility is not designed or permitted to accept such constituents, characteristics or properties. Waste materials discovered by CONTRACTOR to be non-conforming, if in CONTRACTOR’s possession, shall be prepared for lawful transportation by CONTRACTOR and returned to CITY within a reasonable time after rejection by CONTRACTOR, unless the parties agree to an alternative and lawful manner to dispose of the waste materials. CITY shall pay CONTRACTOR at agreed rates for the handling, loading, preparing, transporting, storing and caring for and, if applicable, disposing of such non-conforming waste materials.
Title and Liability. A. Title to, possession of, and risk of loss of gas shall pass from Seller to Buyer at the Receipt Point.
B. As between the parties hereto, Seller shall be in exclusive control and possession of the gas and responsible for any damage or injury caused thereby until same shall have been received by Buyer or for Buyer’s account at the Receipt Point, after which receipt Buyer shall be deemed to be in exclusive control and possession thereof and responsible for any injury or damage caused thereby.
C. Seller warrants that Seller has good title to all gas so delivered, that Seller has the right to sell such gas to Buyer, and that such gas shall be free from all royalties, liens, encumbrances, and all applicable taxes that are imposed upon the production and/or removal of gas prior to passage of title.
Title and Liability. Without limiting Tenant’s obligations under this Section 33, once installed, title in and to the 1851 HVAC Systems and all equipment related thereto will be Tenant’s property throughout the Term of this Lease and shall automatically become Landlord’s property upon termination of this Lease, or termination of Tenant’s right to possession of the 1851 Space, without compensation to Tenant. Subject to this Section 33 and except to the extent caused by the willful misconduct or grossly negligent act or omission by Landlord, to the fullest extent permitted by applicable laws, codes, rules and regulations, Tenant will indemnify and hold Landlord, its affiliates, its property manager and their respective managers, members, officers, directors, employees and agents harmless from and against any and all claims, costs and liabilities (including reasonable attorneys’ fees) arising out of or in connection with Tenant’s installation, use, operation, maintenance, repair and replacement of the 1851 HVAC Systems. This Section 33 will survive the expiration or earlier termination of the Term. Having read and intending to be bound by the terms and provisions of this Lease, Landlord and Tenant have signed it as of the Lease Date. EXELIXIS, INC.,a Delaware corporationBy: /s/ ▇▇▇▇▇▇▇ ▇. MorrisseyPrinted Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Ph.D.Title: President and CEOAnd By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. SennerPrinted Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. SennerTitle: EVP and CFO ASCENTRIS 105, LLC, a Colorado limited liability companyBy: /s/ ▇▇▇▇ ▇. FinkePrinted Name: ▇▇▇▇ ▇. FinkeTitle: ManagerDate: 5/2/2017
Title and Liability. 8.1 The Trustee warrants that with regard to the Assets agreed to be transferred, all documents of title shall on the CIO’s request be produced to the CIO, and insofar as the title to any of the Assets is as a result of such inspection found not to be properly vested in the Trustee, the Trustee shall procure the execution of all such other documents, and do or procure the doing of all such other things as may be reasonably necessary to vest the same in the CIO.
8.2 The Premises, and other Assets transferred in accordance with this Agreement are being transferred in their present state and condition, and no warranty, condition, term or representation, express or implied, statutory or otherwise, as to the condition, quality, accuracy, performance, merchantability or fitness for intended purpose of the Assets or the existence or extent of any third party rights or claims in relation thereto, is given or assumed by the Trust and all such warranties, conditions, terms and representations are excluded to the fullest extent permitted by law.
8.3 The Trustee shall take all necessary steps and co-operate fully with the CIO to ensure that it obtains the full benefit of the Assets and undertaking of the Trust and shall execute such documents and take such other steps (or procure other necessary parties to do so) as are reasonably necessary or appropriate for vesting in the CIO all their rights and interests in such Assets and undertakings.