Transfer and Assignment of Personal Property Clause Samples

The Transfer and Assignment of Personal Property clause governs how ownership or rights to personal property are transferred from one party to another under an agreement. It typically outlines the procedures for assigning interests, any required consents, and the effective date of such transfers. For example, it may specify that written notice must be given before property can be assigned, or restrict assignment to certain parties. This clause ensures that the process of transferring personal property is clear and legally enforceable, thereby preventing disputes over ownership and protecting the interests of all parties involved.
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Transfer and Assignment of Personal Property. Effective as of the date hereof, Transferor hereby grants, assigns, transfers, conveys and delivers to Transferee, absolutely and unconditionally, and free from all encumbrances and other claims of any kind, all of Transferor’s right, title and interest in and to the Personal Property (as defined in the Agreement). Transferor hereby warrants and defends unto Transferee, its successors and assigns, all right, title and interest in the Personal Property against every person whomsoever claiming all or any part thereof or interest therein.
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Transfer and Assignment of Personal Property. Effective as of the date hereof, Transferor hereby grants, assigns, transfers, conveys and delivers to Transferee, absolutely and unconditionally, and free from all encumbrances and other claims of any kind, all of Transferor’s right, title and interest in and to all Intangible Property (as defined in the Agreement) and all tangible personal property of every kind and nature located at, upon or about, or affixed or attached to, or installed in the Facility or used or to be used in connection with and incorporated into or otherwise relating to the Facility or its ownership, planning, development, construction, operation and/or maintenance, including the following: (a) All equipment, machinery, fixtures, furniture and furnishings and other tangible personal property, including all components thereof, now or on the Closing Date located in, on or used in connection with the Facility, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air cooling and air conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, built-in oxygen and vacuum systems, tools, repair parts, appliances and communications equipment, to the extent any of the foregoing items are not conveyed to Transferee as part of the Facility pursuant to the warranty deed executed by Transferor and delivered to Transferee concurrently herewith; and (b) Those specific items of tangible personal property described on Exhibit B attached hereto. The foregoing is herein referred to, collectively, as the “Personal Property.” In no event shall the Personal Property include any of the Excluded Property (as defined in the Agreement). Transferor hereby warrants and defends unto Transferee, its successors and assigns, all right, title and interest in the Personal Property against every person whomsoever claiming all or any part thereof or interest therein.
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Transfer and Assignment of Personal Property. (a) Pursuant to the terms of the Contribution Agreement, under which this Agreement is delivered, Assignor hereby sells, transfers, assigns, delivers, sets over and conveys to Assignee all of Assignor’s right, title and interest in and to all of the Acquired Assets and Development Documents (each as defined in the Contribution Agreement) and all other and other personal property owned by Assignor now existing or obtained in the future which are pertinent to the development of the Projects identified on Exhibit A attached hereto, including, without limitation, the items listed below: ● Land Contracts ● Interconnection Rights and Interconnection Rights Agreements ● Power Purchase Agreements ● Conditional Use Permits ● Ancillary Agreements ● Books and Records ● Permits and Permit Applications ● Project Attributes ● Reports ● Solar Data (b) The personal property hereby sold, transferred, assigned, delivered, set over and conveyed is being sold on an “as is, where it is” basis.
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Transfer and Assignment of Personal Property. Subject to the terms and provisions of the Purchase Agreement and excluding any property or assets conveyed to American Golf Corporation pursuant to the terms of the Purchase Agreement or by separate assignment or ▇▇▇▇ of sale executed contemporaneously herewith, each Transferor hereby grants, transfers, assigns, conveys and delivers to Transferee and its successors and assigns, to have and to hold to and for its and their own use and benefit forever, absolutely and unconditionally, all of its right, title and interest, if any, in and to any and all of the following (collectively, the "Personal Property"): (i) ----------------- all tangible personal property of whatever kind or character now or hereafter owned by any Transferor and attached to, installed, located on or about, or in connection with the ownership of the Property, including, without limitation, all of Transferor's right, title and interest in and to all air conditioning, heating, lighting, refrigeration, plumbing, ventilating, incinerating and electrical equipment, fixtures, including trade fixtures, furniture, furnishings, equipment, machinery, tools, sprinklers, hoses, repair parts, appliances, televisions, communications and security equipment, drapes, floor coverings, pylons and other signs, golf carts and other motor vehicles, and (ii) all intangible property, including by way of example and not by limitation, (A) any and all patents, patent applications, licenses, tradenames, trademarks, service marks and registrations, logos, designs, tradestyles or other product or business identifiers and all other intellectual property assets associated and used in connection with the operation of the Property and all variations thereof (excluding, however, the Cobblestone Trademark Assets), together with all continuations, divisions or reissues thereof and all rights to any claims and demands Transferor may have at law or in equity arising out of any infringement of any of the foregoing, (B) any and all leases or subleases covering any portion of the Land, Improvements, furniture, fixtures, equipment and vehicles or other personal property located on the Property (to the extent assignable), (C) all rights to and under any contracts, warranties or guaranties relating solely to the ownership of the Property, and all rights to recovery of judgments relating solely to the ownership of the Property, (D) all books and records, files, operating manuals, lists, telephone numbers and financial data related ...
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Transfer and Assignment of Personal Property. Effective as of the date hereof, Transferor hereby grants, assigns, transfers, conveys and delivers to Transferee, absolutely and unconditionally, all right, title and interest of Transferor, if any, in and to any and all personal property of every kind and nature located at, upon or about, or affixed or attached to, or installed in the Property, or used or to be used in connection with or incorporated into or otherwise relating to the Property or its ownership, operation, leasing, use or development (collectively, the "Personal Property"). Without limiting the generality of the foregoing, the Personal Property shall include the following: a. all equipment, machinery, fixtures, and other items of personal property, including all components thereof located in, on or used in connection with and permanently affixed to or incorporated into the Property, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste, disposal, air-cooling, and air- conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, and built-in oxygen and vacuum systems, to the extent any such items are not transferred to Transferee pursuant to the Deed (as defined in the Agreement) being executed and delivered by Transferor to Transferee concurrently herewith; b. all furniture, furnishings, movable walls or partitions, computers, trade fixtures or other tangible personal property (other than consumable inventory and supplies), used or useful in the business conducted at the Property, including all replacements, modifications, alterations, additions and substitutes therefor, in each case to the extent owed by Transferor; and c. any and all licenses and permits, blueprints, plans and specifications (including final and complete "as builts"), maps, plats, surveys, drawings, guaranties, letters of credit, warranties, development agreements and other rights issued, made, received or given in connection with the ownership, operation, leasing, use and/or development of the Property. The foregoing listing of specific rights or property shall not be interpreted to limit the generality or all-encompassing nature of this ▇▇▇▇ of Sale and Assignment.
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Related to Transfer and Assignment of Personal Property

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. 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. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • ASSIGNMENT, TRANSFER, AND SUBCONTRACTING Contractor may not assign, transfer, or subcontract any portion of this contract without the Department's prior written consent. (18-4-141, MCA) Contractor is responsible to the Department for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by Contractor. No contractual relationships exist between any subcontractor and the Department under this contract.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.