Title and Assignment Sample Clauses

Title and Assignment. The Equipment shall at all times remain the personal property of Lessor. Lessee shall have no right, title or interest in the Property, except for the express rights granted hereunder. Lessee shall hold all Equipment subject and subordinate to the rights of Lessor and protect it from any other liens. Notwithstanding the foregoing, Lessee hereby grants to Lessor a security interest in the Equipment and in the rights of Lessee under any license agreements with respect to any software included in any of the Equipment (but only if and to the extent the grant of such security interest with respect to such software does not result in the creation or breach of any legal obligations on the part of Lessee) as security for all Lessee’s obligations to Lessor of every kind or nature. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall at its sole expense (i) defend Lessor’s title to the Equipment against all persons claiming against or through Lessee, (ii) at all times keep the Equipment free and clear of any claim, suit liens or encumbrances whatsoever (except any placed thereon by Lessor and arising solely from the Lease), and (iii) give Lessor immediate written notice of any such claim, suit, lien or encumbrance. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In the event Lessor has consented to any sublease of the Equipment, Lessee hereby assigns and grants to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign or transfer any or all of its interest in this Lease or sell or grant a security interest in all or any part of the Equipment, without notice to or the consent of Lessee. Lessee agrees not to assert against any assignee of Lessor any setoff, recoupment, claim, counterclaim or defense Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it will pay all Rent and other payments payable under each Schedule to such assignee or as ins...
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Title and Assignment. All Works, final and accepted by OSU, shall be deemed works made for hire and all rights pertaining to the Works, including, without limitation, all related intellectual property rights, shall belong to and shall be the sole and exclusive property of OSU. OSU shall have the right to secure copyright protection for the Works. In the event that the Works are not copyrightable subject matter, or for any reason cannot legally be a work made for hire then, and in such event, Independent Contractor hereby assigns all right, title, and interest to said Works to OSU and agrees to execute all documents and perform all acts deemed necessary by OSU to evidence such assignment. OSU shall have the unlimited right to use and exploit the Works as it sees fit, including but not limited to the right to alter, rearrange, reproduce, distribute, display, license, and transfer rights in the Works. OSU’s rights shall be exclusive and Independent Contractor will not use, reproduce, distribute, display, license, or permit the use of the Works for any purpose, expect for display on Independent Contractor’s website, except as specifically permitted by OSU in writing. Independent Contractor represents and warrants that: (1) it has full power to enter this Agreement; (2) no third party has any rights in, to, or arising out of the Works supplied hereunder; and (3) the Works do not infringe any copyright, violate any property rights or contain any scandalous, libelous or unlawful matter. For purposes of this Agreement. “Works” shall mean any programming, documentation, data compilations, reports and any other media, materials or other objects produced as a result of the Independent Consultant’s work or delivered by the Independent Consultant in the course of rendering Services to OSU.
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Title and Assignment. All goods are furnished to Customer subject to retention of title; such goods remain the property of SafeSmart until payment in full of Customer’s account is received by SafeSmart. Prior to use or resale of goods furnished by SafeSmart to Customer, Customer shall maintain such goods in an identifiable condition in store or on site. Customer may resell such goods in the ordinary course of business to third parties subject to providing proper notice to said third party of SafeSmart’s rights, title, and interest in such goods until SafeSmart is paid in full. Customer hereby assigns to SafeSmart any and all claims and rights against sub purchasers of goods in order to enable SafeSmart to recover monies owed to SafeSmart with respect to such goods. In the event of the failure of Customer to pay for the goods or in the event of the appointment of a receiver and manager, liquidator, or agent in possession, SafeSmart shall be permitted to enter Customer’s premises or elsewhere where the goods are stored or installed and recover them, or to appoint an agent in writing to do so and the Customer acknowledges and guarantees such right of entry during normal business hours.
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Title and Assignment. Subsection 5.2 Relocation or Sublease
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Title and Assignment. (a) Nothing contained in any Lease shall give or convey to Lessee any right, title or interest in or to the Equipment except as a Lessee as set forth therein and Lessee represents and agrees that Lessee shall hold the Equipment subject and subordinate to the rights of the owner, Lessor, any Assignee and any Secured Party and Lessee shall execute and immediately deliver such documentation, including Uniform Commercial Code financing statements, as are requested by Lessor for such purpose. Lessee shall, at its expense, protect and defend Lessor's title as well as the interest of any Assignee and any Secured Party against all persons claiming against or through Lessee and shall at all times keep the Equipment free and clear from any legal process, liens or encumbrances whatsoever (except any placed thereon by Lessor) and shall give Lessor immediate written notice thereof and shall indemnify and hold Lessor, any Assignee and any Secured Party harmless from and against any loss caused thereby.
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Title and Assignment. In subsection 5.3, line 8, delete the word "The" and insert the words "Subject to the foregoing,". The penultimate sentence of the first paragraph of subsection 5.3 is revised to read as follows: "However, the mere act of assignment, sale or other transfer by Lessor will not relieve Lessor of its obligations to Lessee under the applicable Schedule and will not result in a material change in Lessee's duties nor a material increase in the burdens or risks imposed on Lessee."
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Title and Assignment. Any and all works created by Artist pursuant to this Agreement described in Exhibit “A” (the “Works”) shall be deemed works made for hire and all rights pertaining to the Works, including, without limitation, all copyrights, shall belong to and shall be the sole and exclusive property of University. Artist shall also execute all papers and perform all such other acts, as University may deem necessary to secure for University or its designee all such rights herein assigned. Artist agrees that the Work will be the sole and exclusive property of University.
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Title and Assignment 
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Related to Title and Assignment

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

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