Common use of Title and Transfer Clause in Contracts

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 Pool. 4.4. No representation, warranty, undertaking or condition or other term is given, nor is any to be implied, on the part of the Company or the Liquidators, in their personal capacity as Liquidators, as to the title of the Company to any of the assets comprised in the Rollover Pool. However, so far as the Company and the Liquidators are aware, having taken all reasonable steps to make appropriate enquiries, the assets comprised therein are free from all or any mortgages, charges, liens and encumbrances.

Title and Transfer. 4.1. 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 Aurora (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 on or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool). 4.2. 4.2 The Company, acting by the Liquidators, shall, shall insofar as they are reasonably able to do so by law or otherwise, comply with all reasonable requests made by the ICVC Aurora (or any of its nominees or agents including, without limitation, the ACD and the Depositary), on behalf of the ICVC Sub-Fund, nominee) in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool and shalland, in particular, shall account to the ICVC (for the benefit of the ICVC Sub-Fund) Aurora for all income, dividends, distributions, interest and other rights and benefits in respect of the such 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 on or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool). 4.3. 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 it (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 Pool. 4.4. 4.4 No representation, warranty, undertaking or condition or other term is given, nor is any to be implied, on the part of the Company or the Liquidators, in their personal capacity as Liquidators, as to the title of the Company to any of the assets comprised in the Rollover Pool. However, so far as the Company and the Liquidators are aware, having taken all reasonable steps to make appropriate enquiries, the assets comprised therein are assets which the Company (or its nominee) holds legal title to and which the Company holds the beneficial title to and are free from all or any mortgages, charges, liens liens, encumbrances and encumbrancesother third party rights or interests.