Common use of Title and Transfer Clause in Contracts

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 Convertible Note is registered in the name of the transferee specified in such transfer form. 2.7 Each new Certificate to be issued upon a transfer of Convertible Notes will (following execution in manual or facsimile form by a duly authorised officer of Anwell and authentication on behalf of Anwell), be sent by courier (if the address of the transferee is in Singapore) or by express mail (if the transferee’s address is outside Singapore) at the risk of the holder entitled to the Convertible Notes to the address specified in the transfer form, within five Business Days of receipt by Anwell of the duly completed transfer form. 2.8 Registration of a transfer of Convertible Notes will be effected without charge by or on behalf of Anwell, but upon payment (or the giving of such indemnity as Anwell may reasonably inquire) in respect of any tax or other governmental charges which may be imposed in relation to such transfer. 2.9 No Holder may require the transfer of a Convertible Note to be registered (i) during the period of 15 Business days ending on the due date for any payment of principal or interest on the Convertible Notes, or (ii) after the Certificate in respect of such Convertible Note has been deposited for conversion pursuant to Condition 5.

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 3.1 Title to the Convertible Note Notes shall be evidenced by registration in the register of Noteholders which Anwell the Issuer shall keep. Anwell The Issuer 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 the Issuer shall not be liable for so treating the person as the absolute owner. 2.3 3.2 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.part. ​ 2.4 3.3 The Holder Noteholder (in this Condition 3 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 transferred to hereinafter as the “Transferred Note(s)”) to any third party (the “Intended Transferee”) and Anwell the Issuer 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.Noteholder. ​ 2.5 3.4 A Convertible Note may be transferred by depositing emailing the Certificate issued transfer form set forth in respect Schedule 2B to the Subscription Agreement duly completed and signed to the Issuer. ​ 3.5 Upon receipt 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 Issuer shall forthwith make a notation on the register of Noteholders to the effect that the Convertible Note is registered in the name of the transferee specified in such transfer form.. ​ ​ ​ ​ 2.7 3.6 Each new Note Certificate to be issued upon a transfer of Convertible Notes will (following execution in manual or facsimile email form by a duly authorised officer officer(s) of Anwell the Issuer and authentication on behalf of Anwellthe Issuer), be sent by courier (if the address of the transferee is in Singapore) or by express email and/or mail (if to the transferee’s address which is outside Singapore) at the risk of the holder entitled to the Convertible Notes to the address specified in the transfer form, within five (5) Business Days of receipt by Anwell the Issuer of the duly completed transfer form. 2.8 Registration of a transfer of Convertible Notes will be effected without charge by or on behalf of Anwell, but upon payment (or the giving of such indemnity as Anwell may reasonably inquire) in respect of any tax or other governmental charges which may be imposed in relation to such transfer. 2.9 No Holder may require the transfer of a Convertible Note to be registered (i) during the period of 15 Business days ending on the due date for any payment of principal or interest on the Convertible Notes, or (ii) after the Certificate in respect of such Convertible Note has been deposited for conversion pursuant to Condition 5.. ​

Title and Transfer. 2.1 Subject of risks 7.1 Until payment in full has been received by Seller for all Product supplied by Seller under this Contract: (a) the Product shall remain the property of the Seller, (b) the Product shall so far as practicable be kept separate from other goods on the premises of Buyer so as to the terms be readily identifiable as goods of Seller and conditions of this Agreement, CIBL (c) Buyer shall be obliged at liberty to subscribe resell the Product in the ordinary course of business or to use the Product in any process provided that such liberty shall automatically end without the need for and Anwell notice if Buyer shall fail to make any payment when it becomes due, or shall default in due performance or observance of any other obligation under this Contract, or shall be obliged declared insolvent. Seller may then by notice in writing to issue Buyer terminate this Contract. Upon such termination, Seller shall be entitled 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 enter upon ▇▇▇▇▇'s premises in order to Anwell remove any of the Sale Shares)Product to which Seller has retained ownership and for this purpose Buyer shall afford Seller all reasonable assistance to locate and take possession of the Product. 2.2 Title 7.2 Upon termination of Buyer's liberty to resell or use the Convertible Note Product it shall promptly place the Product at Seller's disposal and Seller 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) entitled to enter upon ▇▇▇▇▇'s premises for the purpose of receiving payment thereof or on account thereof and Anwell shall not be liable for so treating removing the person as the absolute ownerProduct. 2.3 A Convertible Note may be transferred 7.3 For the purpose of the foregoing paragraphs of this condition and in whole but not in part the absence of evidence to the contrary, the Product supplied by CIBL only Seller 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 Buyer at any time and from time shall be deemed to time have been resold, used or processed in the order in which the Product was supplied. Nothing herein shall give Buyer the right to transfer return the Convertible Note(s) registered in its name (Product to Seller. 7.4 The associated risks shall, be transferred either upon delivery of the Products where they are collected by Buyer at Seller's plants or warehouses or on handover of the Products to the carrier where they are to be referred to hereinafter as delivered by Seller; Buyer alone shall bear 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 associated risks in respect of both Seller and third parties. 7.5 Upon delivery of the Products to Buyer, Seller authorizes Buyer to carry out any processing operations or sales transactions relating to the Products, it being expressly agreed that Convertible Noteeven in this case Seller shall retain the right to claim them back, with irrespective of their condition and who is in possession of them, or to claim the transfer form duly completed and signedprice paid for them where they have been resold, at its first request and without the principal place need for prior written notice in the event of business (delayed payment or other office notified to Noteholders) of Anwell which shall be in Singapore (the “Designated Office”)full or partial non-payment. 2.6 Upon receipt 7.6 At Seller's request, Buyer shall supply any information required (i) to carry out an inventory of the Certificate, with the transfer form duly completed Products belonging to Seller and signed, Anwell shall forthwith make a notation on the register of Noteholders (ii) to the effect that the Convertible Note is registered in the name of the transferee specified in such transfer form. 2.7 Each new Certificate respond to be issued upon a transfer of Convertible Notes will (following execution in manual or facsimile form any other requests made by a duly authorised officer of Anwell and authentication on behalf of Anwell), be sent by courier (if the address of the transferee is in Singapore) or by express mail (if the transferee’s address is outside Singapore) at the risk of the holder entitled to the Convertible Notes to the address specified in the transfer form, within five Business Days of receipt by Anwell of the duly completed transfer form. 2.8 Registration of a transfer of Convertible Notes will be effected without charge by or on behalf of Anwell, but upon payment (or the giving of such indemnity as Anwell may reasonably inquire) in respect of any tax or other governmental charges which may be imposed Seller in relation to such transferhis ownership thereof. 2.9 No Holder may require 7.7 All expenses incurred in returning the transfer of a Convertible Note Products to Seller's premises shall be registered (i) during the period of 15 Business days ending on the due date borne by ▇▇▇▇▇. 7.8 Buyer shall take out an insurance policy specifying Seller as owner and providing cover for any damage incurred or caused by the Products. 7.9 The foregoing provisions shall apply without prejudice to any claim for damages due to non-payment of principal all or interest on part of the Convertible Notes, or (ii) after the Certificate in respect of such Convertible Note has been deposited for conversion pursuant to Condition 5price.

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 3.1 Title to the Convertible Note Notes shall be evidenced by registration in the register of Noteholders which Anwell the Issuer shall keep. Anwell The Issuer 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 the Issuer shall not be liable for so treating the person as the absolute owner. 2.3 3.2 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 belowpart. 2.4 3.3 The Holder Noteholder (in this Condition 3 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 transferred to hereinafter as the “Transferred Note(s)”) to any third party (the “Intended Transferee”) and Anwell the Issuer 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 TransfereeNoteholder. 2.5 3.4 A Convertible Note may be transferred by depositing emailing the Certificate issued transfer form set forth in respect Schedule 2B to the Subscription Agreement duly completed and signed to the Issuer. 3.5 Upon receipt 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 Issuer shall forthwith make a notation on the register of Noteholders to the effect that the Convertible Note is registered in the name of the transferee specified in such transfer form.. ​ ​ 2.7 3.6 Each new Note Certificate to be issued upon a transfer of Convertible Notes will (following execution in manual or facsimile email form by a duly authorised officer officer(s) of Anwell the Issuer and authentication on behalf of Anwellthe Issuer), be sent by courier (if the address of the transferee is in Singapore) or by express email and/or mail (if to the transferee’s address which is outside Singapore) at the risk of the holder entitled to the Convertible Notes to the address specified in the transfer form, within five (5) Business Days of receipt by Anwell the Issuer of the duly completed transfer form. 2.8 3.7 Registration of a transfer of Convertible Notes will be effected without charge by or on behalf of Anwellthe Issuer, but upon payment (or the giving of such indemnity as Anwell the Issuer may reasonably inquirerequire) in respect of any tax or other governmental charges which may be imposed in relation to such transfer. 2.9 3.8 No Holder Noteholder may require the transfer of a Convertible Note to be registered (i) during the period of 15 fifteen (15) Business days ending on Days prior to the due date for any payment Maturity Date of principal or interest on the Convertible Notes, or (ii) after the Certificate in respect of such Convertible Note has been deposited for conversion pursuant to Condition 5.