Title, Damage, and Warranty Clause Samples

Title, Damage, and Warranty. 5.01 Notwithstanding any provision herein to the contrary, ownership of and title to the Equipment shall remain with and be held by Lessor at all times and Customer shall have no right, title or interest in any Equipment except for the leasehold interest as expressly set forth in this Agreement with respect to any Equipment. Lessor will keep all Equipment, and Customer will keep all Deployed Equipment, free and clear from any claims, liens, and encumbrances of Lessor’s or Customer’s, as applicable, creditors and other Persons asserting claims against such Party (each, an “Encumbrance”). A Party must immediately notify the other Party if an Encumbrance is found to exist and must, at such Party’s sole expense, remove and discharge the Encumbrance as soon as possible but no later than 10 days of becoming aware of its existence. In the event that a Party fails to remove any Encumbrance in accordance with this Section 5.01, the other Party may do so and the encumbering Party shall indemnify, defend, release and hold harmless the other Party for any cost, expense or other liabilities incurred by the other Party in removing such Encumbrance(s). 5.02 From the delivery of any Deployed Equipment until the return of such Deployed Equipment in accordance with Section 4.05, Customer shall bear all risk of loss of such Deployed Equipment. Customer is solely responsible for maintaining adequate physical and electronic security measures to protect any Deployed Equipment from theft, loss, damage, unauthorized access, or misuse. Customer shall not remove, relocate, alter, or tamper with any Deployed Equipment without Lessor’s prior written consent. Customer shall promptly notify Lessor of any actual or suspected breach of security involving any Deployed Equipment and reasonably cooperate with Lessor in any investigation or remediation efforts. (a) Lessor represents and warrants, as of the date such Deployed Equipment is deployed to the Designated Site by Lessor, that each of the Deployed Equipment (x) was new when delivered to the Equipment Storage Site, or if used, that such used Deployed Equipment was less than 5 years old when delivered to the Equipment Storage Site (y) is free from material defects in materials and workmanship, and (z) performs substantially as designed and in accordance with its user manuals, technical materials, specifications, and related writings published by the original equipment manufacturer with respect to such Deployed Equipment, including, tha...