Possession Transfer Clause Samples
The Possession Transfer clause defines the point at which physical control of goods, property, or assets is officially handed over from one party to another. Typically, this clause specifies the exact date, time, or conditions under which possession changes hands, such as upon full payment, delivery, or completion of certain obligations. Its core practical function is to clearly establish when responsibility, risk, and potential liability for the item or property shifts, thereby preventing disputes and ensuring both parties understand their rights and obligations at the moment of transfer.
Possession Transfer. Seller has the exclusive right of possession of the Purchased Assets, and no restrictions on transfer of the Purchased Assets exist.
Possession Transfer. Notwithstanding anything to the contrary in this Agreement, Borrower’s obligations to indemnify and hold harmless the Administrative Agent and the Lenders or to remove, ▇▇▇▇▇ or remediate Hazardous Materials and/or cure violations of Environmental Laws shall not extend to any of the foregoing arising directly from: (a) gross negligence or willful misconduct of the Administrative Agent or the Lenders; (b) the violation of any Environmental Law by any party other than Borrower, any Affiliate of Borrower or any of their respective employees, contractors or agents, after the Administrative Agent or any purchaser from the Administrative Agent at a foreclosure sale or after a deed in lieu thereof takes title to and possession of the Project or otherwise takes actual possession and control (to the exclusion of Borrower and its Affiliates) (a “Possession Transfer”); or (c) the failure of Administrative Agent or any such purchaser in a Possession Transfer to comply with any lead based paint and asbestos operating and maintenance programs for the Project as approved by the Administrative Agent. The burden of proving items (a), (b) or (c) above shall be the obligation of Borrower.
Possession Transfer. Notwithstanding anything to the contrary in this Agreement, Borrower’s obligations to indemnify and hold harmless the Administrative Agent and the Lenders or to remove, ▇▇▇▇▇ or remediate Hazardous Materials and/or cure violations of Environmental Laws shall not extend to any of the foregoing arising directly from: (i) gross negligence or willful misconduct of the Administrative Agent or the Lenders; (ii) the violation of any Environmental Law by any party other than Borrower, Mortgage Borrower, any Affiliate of Borrower or any of their respective employees, contractors or agents, after the Administrative Agent or any purchaser from the Administrative Agent at a foreclosure sale or after a deed in lieu thereof takes title to and possession of the Project or otherwise takes actual possession and control (to the exclusion of Borrower, Mortgage Borrower and its Affiliates) (a “Possession Transfer”); or (iii) the failure of Administrative Agent or any such purchaser in a Possession Transfer to comply with any lead based paint and asbestos operating and maintenance programs for the Project as approved by the Administrative Agent. The burden of proving items (i), (ii) or (iii) above shall be the obligation of Borrower.
Possession Transfer. Possession of the Property shall be transferred from Seller to Buyer at the time of closing, subject to the rights of the existing farm tenant to harvest the growing wheat crop in the summer, 2019 (See Paragraph 26), unless otherwise agreed upon by the parties in writing.