Transfer of Title to the Assets Sample Clauses

The 'Transfer of Title to the Assets' clause defines the point at which legal ownership of specified assets passes from the seller to the buyer. Typically, this clause outlines the conditions that must be met for the transfer to occur, such as completion of payment, delivery of the assets, or fulfillment of other contractual obligations. For example, in a sale of equipment, the title might transfer upon full payment and physical delivery to the buyer’s premises. The core function of this clause is to clearly establish when the buyer assumes ownership rights and associated risks, thereby preventing disputes over asset ownership and liability.
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Transfer of Title to the Assets. Seller shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Closing by means of bills of sale, assignments, endorsements, certificates and such other instruments of transfer as shall be necessary or appropriate to vest good title to the Assets in Purchaser, free and clear of any Liens (as defined in Section 4.5 below), except as otherwise set forth in this Agreement.
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Transfer of Title to the Assets. Seller shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Closing by means of deeds, bills of sale, assignments, endorsements, certificates and such other instruments of transfer and conveyance as shall be necessary or appropriate to vest good and indefeasible title to the Assets in Purchaser, free and clear of any liens, charges and encumbrances.
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Transfer of Title to the Assets. Seller shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Closing by means of deeds, bills of sale, assignments, endorsements, certificates and such other instruments of transfer and conveyance as shall be necessary or appropriate to vest good and indefeasible title to the Assets in Purchaser, free and clear of any liens, charges and encumbrances (except for those covenants, easements, restrictions and other matters of record affecting title to the Real Property as set forth on the Real Property Schedule.) Title to the Assets of the Subsidiaries shall be transferred to Seller by liquidation of the Subsidiaries and distribution to Seller, or merger of the Subsidiaries into Seller, prior to Closing, and Seller shall then transfer title to such Assets to Purchaser at Closing pursuant to this Section 2.3.
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Transfer of Title to the Assets. The sale, assignment, conveyance, transfer and delivery by Seller of the Assets shall be made at the Closing by a ▇▇▇▇ of sale substan- tially in the form of EXHIBIT I hereto (the "▇▇▇▇ of Sale"); a deed substantially in the form of EXHIBIT II hereto (the "Deed"); and other appropriate instruments of transfer and assignment as Buyer may reasonably require. All assignments of patents shall be implemented by the delivery to Buyer of an executed master assignment document (the "Patent Assignment"), in the form attached hereto as EXHIBIT III. Assignment of contracts shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT XI hereto (the "Contract Assignment"). Assignment of United States trademark registrations shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT XII hereto (the "U.S. Trademark Assignment"). Assignment of foreign trademarks and assignment of copyrights shall be implemented by means of delivery to Buyer of an assignment in the form of EXHIBIT XIII hereto (the "General Assignment and ▇▇▇▇ of Sale") and delivery to Buyer, subsequent to Closing, of executed docu- ments (to be supplied at Seller's expense as expeditiously as possible after Closing) suitable for recording at Buyer's ex- pense. The Assignment of all permits and licenses in any way relating to the Assets shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT IX hereto (the "Permit Assignment"). The assignment of the lease for the storage tank presently leased by the Business in Antwerp, Belgium will be implemented by the delivery to Buyer or a subsidiary of Buyer as designated by Buyer of an assignment in the form of EXHIBIT XV hereto (the "Tank Lease Assignment"). Seller cove- nants and agrees to execute and deliver, without additional consideration, such other and further instruments of assignment, transfer or conveyance of any of the Assets as Buyer may reason- ably require, whether on or after the Closing Date, to evidence or perfect Buyer's right, title and interest in and to the Assets.
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Transfer of Title to the Assets. Seller's sale, assignment, conveyance, transfer, and delivery of the Assets to Buyer shall be made at the Closing by appropriate instruments of transfer as shall be reasonably requested by Buyer or otherwise sufficient to vest in Buyer, as of the Closing Date, good and marketable title to the Assets that are owned, as of the Closing Date by Seller, and a valid and assignable leasehold interest in the Assets that are leased by Seller as of the Closing Date, in each case free and clear of any liens, charges and encumbrances. Such instruments of assignment, conveyance, and transfer shall include, without limitation, a bill of sale transferring title to tangible assets in the form of ▇▇▇ibit A hereto (the "Bill of Sale") and anything else reasonably contemplated by this A▇▇▇▇ment to be delivered in order to transfer possession and enjoyment of the Assets to Buyer. Risk of loss of the Assets shall pass from Seller to Buyer at Closing.
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Transfer of Title to the Assets. (a) Seller will sell, assign, convey, transfer and deliver the Acquired Assets to Buyer at the Closing by means of deeds, bills of sale, assignments, endorsements and certificates, and such other instruments of transfer and conveyance as will be necessary or appropriate to vest good and marketable title to the Acquired Assets in Buyer, free and clear of any Encumbrances. (b) Seller will pay title insurance costs and any and all transfer taxes or similar duties, fees, etc. in connection with the transfer described in Section 2.3(a) (including any and all real estate transfer taxes in connection with the transfer of the Real Property). (c) Buyer will pay any and all recording fees in connection with the transfer of the Real Property.
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Transfer of Title to the Assets. The sale, assignment, transfer and delivery by KMD of the Assets shall be made at the Closing and evidenced by a duly executed ▇▇▇▇ of Sale and Assignment substantially in the form of EXHIBIT E hereto (the "▇▇▇▇ of Sale and Assignment") and by such other instruments of transfer and assignment as Buyer shall reasonably request in order to vest in Buyer, as of the Closing Date, title to the Assets which are owned and a valid and assignable leasehold or other contractual interest in the Assets which are leased or otherwise held under Contract, in each case free and clear of any and all material Liens. Sellers covenant and agree to execute and deliver such other and further instruments of assignment, transfer or conveyance of any of the Assets as Buyer may reasonably request after the Closing Date to evidence Buyer's right, title and interest in and to the Assets.
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Related to Transfer of Title to the Assets

  • Transfer of Title Each party agrees that all right, title and interest in and to any Eligible Credit Support, Equivalent Credit Support, Equivalent Distributions or Interest Amount which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).

  • Title to the Assets Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • No Merger of Title There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same person or entity may acquire, own or hold, directly or indirectly: (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.