Title and Transfer Clause Samples
The "Title and Transfer" clause defines when and how ownership of goods or property passes from one party to another in a transaction. Typically, it specifies the exact point—such as upon delivery, shipment, or payment—at which the buyer becomes the legal owner and assumes associated risks. This clause is essential for clarifying responsibilities and liabilities, ensuring both parties understand when ownership changes hands and who bears the risk of loss or damage at each stage.
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Title and Transfer. Seller shall deliver to Buyer an Assignment of Membership Interests representing the Purchased Interest in substantially the form attached hereto as Exhibit E (the "Assignment of Membership Interest");
Title and Transfer. 2.01 Title to Bearer Covered Bonds, Receipts and Coupons passes by delivery. References herein to the “Holders” of Bearer Covered Bonds or of Receipts or Coupons are to the bearers of such Bearer Covered Bonds or such Receipts or Coupons.
Title and Transfer. 4.1. The cash, undertaking and other assets of the Company comprised in the Rollover Pool and transferred under this Agreement shall be transferred to the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub-Fund, with such rights and title as the Company may have in respect of the same or any part thereof subject to and with the benefit of all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof, including the right to all income, dividends, distributions, interest and other rights and benefits attaching thereto or accruing therefrom but excluding any such income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement at or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool).
4.2. The Company, acting by the Liquidators, shall, insofar as they are reasonably able to do so by law or otherwise, comply with all reasonable requests made by the ICVC (or any of its nominees or agents including, without limitation, the ACD and the Depositary), on behalf of the ICVC Sub-Fund, in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool and shall, in particular, account to the ICVC (for the benefit of the ICVC Sub-Fund) for all income, dividends, distributions, interest and other rights and benefits in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool received after the Effective Date, but excluding any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement at or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool).
4.3. The ICVC shall accept without investigation such title as the Company may have to the assets comprised in the Rollover Pool and the Company, acting by the Liquidators, hereby agrees, insofar as it is able to do so by law or otherwise, to enter into such undertakings, agreements, covenants, deeds or other arrangements as the ICVC (any of its nominees or agents including, without limitation, the ACD and the Depositary), on behalf of the ICVC Sub-Fund, shall reasonably require to enable the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub-Fund, to become the legal owner of the cash, undertaking and other assets of the Company comprised in the Rollover Poo...
Title and Transfer. Title to the Bonds is evidenced by book entries, and each person shown in the Spanish Central Registry managed by Iberclear and in the registries maintained by the respective participating entities (entidades participantes) in Iberclear (the “Iberclear Members”) as having an interest in the Bonds shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. In these Conditions, “Bondholder” means, in respect of a Bond, the person in whose namesuch Bond is for the time being registered in the Spanish Central Registry managed by Iberclear or, as the case may be, the relevant Iberclear Member’s accounting book (or, in the case of a joint holding, the first named thereof) and “Bondholder” shall be construed accordingly. One or more certificates(each a “Certificate”) attesting to the relevant Bondholder’s holding of Bonds in the relevant registry will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or, as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request. The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it), and no person will be liable for so treating the Bondholder.
Title and Transfer. The Company is the legal owner of the Senior Notes and has valid and marketable title to the Senior Notes, free and clear of any lien, pledge and encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Senior Notes will pass to DFC free and clear of any lien, pledge and encumbrance or any claim of any third party.
Title and Transfer. 3.4.1 Title to the bonds will be evidenced by book-entries, and each Bondholder shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. One or more Certificates will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request.
3.4.2 The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Bondholder.
Title and Transfer. 2.1 Subject to the terms and conditions of this Agreement, CIBL shall be obliged to subscribe for and Anwell shall be obliged to issue to CIBL, the Convertible Note at the Issue Price on the Completion Date of this Agreement (with CIBL paying the Issue Price solely and entirely through the transfer to Anwell of the Sale Shares).
2.2 Title to the Convertible Note shall be evidenced by registration in the register of Noteholders which Anwell shall keep. Anwell may (except as otherwise required by law, or in respect of any permitted transfers of which Anwell shall have received written notice) deem and treat the person in whose name a Convertible Note is registered as the absolute owner thereof (whether or not such Convertible Note shall be overdue and notwithstanding any notice of ownership, trust or any interest therein or writing thereon or notice of any previous loss or theft thereof) for the purpose of receiving payment thereof or on account thereof and Anwell shall not be liable for so treating the person as the absolute owner.
2.3 A Convertible Note may be transferred in whole but not in part by CIBL only to any parent, affiliate or subsidiary of CIBL or as provided for in 2.4 below.
2.4 The Holder (in this Condition referred to as the “Transferor”) shall, subject as provided hereinafter, be entitled at any time and from time to time to transfer the Convertible Note(s) registered in its name (to be referred to hereinafter as the “Transferred Note(s)”) to any third party (the “Intended Transferee”) and Anwell hereby irrevocably consents to such transfer by the Holder PROVIDED THAT the Intended Transferee (if not already bound by the provisions of the Agreement) shall execute a deed of ratification and accession under which the Intended Transferee shall agree to be bound by and shall be entitled to the benefit of the Convertible Note as if an original party thereto in place of the Transferor to the extent of the Convertible Note(s) transferred to the intended Transferee.
2.5 A Convertible Note may be transferred by depositing the Certificate issued in respect of that Convertible Note, with the transfer form duly completed and signed, at the principal place of business (or other office notified to Noteholders) of Anwell which shall be in Singapore (the “Designated Office”).
2.6 Upon receipt of the Certificate, with the transfer form duly completed and signed, Anwell shall forthwith make a notation on the register of Noteholders to the effect that the Conv...
Title and Transfer. DFC, or its affiliates, are the legal owners of and have valid and marketable title to the Residual Certificates, the Non-Performing Loan Trust Residual and the Other Consideration, free and clear of any lien, pledge or encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Residual Certificates, the Non-Performing Loan Trust Residual and the Other Consideration will pass to the Company free and clear of any lien, pledge, encumbrance or any claim of any third party.
Title and Transfer. 2.1 Title to Instruments and Coupons passes by delivery. References herein to the “Holders” of Instruments or of Coupons are to the bearers of such Instruments or such Coupons.
2.2 This Condition 2.2 is applicable only to Exempt Instruments. In the case of Exempt Instruments, title to Receipts passes by delivery. References herein to “Holders” of Receipts are to the bearers of such Receipts.
2.3 The Holder of any Instrument or Coupon will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and no person shall be liable for so treating such Holder.
Title and Transfer. The legal title in any NFT purchase transfers to you or your specified recipient upon completion of the purchase of the NFT. It is your sole responsibility to ensure that the destination of any transfer of a NFT is directed to the correct address, location, or owner. We do not validate or take any responsibility for the destination of any transfers specified by you or on your behalf by another person. YOU AGREE TO INDEMNIFY US AND HOLD US HARMLESS FOR ANY ERRORS RELATED TO TRANSFERS OF YOUR NFT. You are responsible for ensuring your digital wallet is accurately linked. If you lose your private key, login, seed phrase, or other credentials for your digital wallet you will likely lose access permanently to your NFT (and any other digital assets stored in your digital wallet). We cannot recover any credentials for you or your digital wallet.