Transfer and Title Clause Samples

The "Transfer and Title" clause defines when and how ownership of goods or property passes from the seller to the buyer. Typically, this clause specifies the exact point—such as upon delivery, shipment, or payment—at which legal title and associated risks transfer to the purchaser. For example, it may state that title passes when goods are loaded onto a carrier or when the buyer receives them at their destination. The core function of this clause is to clearly allocate ownership and risk between parties, thereby preventing disputes over responsibility for loss or damage during the transaction process.
Transfer and Title. A transfer of Bonds will be effected without charge by or on behalf of the Issuer, but upon payment by the relevant Holder of any tax or other governmental charges which may be imposed in relation to it. For the avoidance of doubt, any depositary bank used by a Holder for the safe custody of the Bonds (including without limitation the Clearing System) may charge fees for a transfer of the Bonds.
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Transfer and Title. 5.1 Subject to receipt by the respective parties of the documents referred to in clause 2.3, legal title to the Commodities subject of a Sale Transaction shall pass from the Seller to the Purchaser on the Settlement Date being subject to and conditional upon receipt by the Seller of the Commodity Purchase Price in the applicable Settlement Account. 5.2 Delivery of Commodities under each Sale Transaction shall be effected upon the Commodities being credited to the Commodity Account in accordance with the Seller’s instructions to DD&Co Limited of ▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 0DH in the Netting Letter. 5.3 The Parties agree that the Commodities subject to any Sale Transaction under this Letter of Understanding shall be sold by the Seller and accepted by the Purchaser on “as is” and “where is” basis. 5.4 All payments to be made by the Purchaser pursuant to any Sale Transaction shall be made without any set-off or counterclaim, and in immediately available and transferable funds for value on the Settlement Date to the applicable Settlement Account. 5.5 All payments to be made by the Purchaser to the Seller shall be without deduction for any taxes, duties, charges or withholdings imposed, collected or assessed by any taxing authority unless the Purchaser is compelled by law to make any such deduction or withholding. In that event the Purchaser will ensure that such deduction or withholding does not exceed the minimum legal liability therefore and will pay to the appropriate authorities the amount deducted or withheld and supply a tax deduction certificate to the Seller and will in addition pay such further amounts as may be necessary in order that the net amounts received by the Seller after such deduction or withholding shall equal the amounts which would have been received in the absence of such deduction or withholding.
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Transfer and Title. The conveyance to be delivered by Seller to Buyer shall be substantially in the form of Exhibit B (the “Assignment”), attached hereto and incorporated herein by this reference, and shall be with warranty of title against the claims of third parties claiming the same or any part. As reasonably requested by Buyer, Seller also agrees to execute and deliver at and after Closing such other assignments, bills of sale and other documents which are appropriate to transfer the Assets to Buyer.
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Transfer and Title. (a) The entire legal and beneficial title to the CERs shall be sold and purchased under this Agreement and shall pass to the Buyer on Delivery.
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Transfer and Title. (a) Definitive Floreat Aviation Notes Series A Title to the Floreat Aviation Notes Series A in definitive form will pass by delivery. The Issuer and/or the Paying Agent will (except as otherwise required by law or as otherwise ordered by a court of competent jurisdiction or an official authority) deem and treat the bearer of any Floreat Aviation Notes Series A in definitive form as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes.
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Transfer and Title. 3.1 Title/Transfer/Delivery. On or prior to July 15, 2013, Seller shall cause the Contract RECs to be Delivered to the Buyer’s account with the Tracking System.
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Related to Transfer and Title

  • Transfer and Reassignment An academic staff member may, by agreement between the member and the University, be assigned to a new academic unit (Article 13.

  • Position and Title 1You are employed on a full time basis in the position described at Item 3 of the Schedule.

  • RISK AND TITLE (a) Risk of damage to or loss of Products will pass to Customer (i) upon delivery by Signify to Customer in accordance with the applicable INCOTERM; or (ii) in the event that Signify Installs Products on-site, unless agreed otherwise, upon delivery on-site. (b) Legal title to Products will pass to Customer only when Signify (or its financiers) has received payment for such Products in full and, to the extent permitted by applicable law, Signify received payment in full of all other amounts due by Customer under any other agreement with Signify (or any of its affiliates). Until legal title to Products has passed to Customer, Customer shall (i) not assimilate, transfer or pledge any of the Products, or grant any right or title in the Products to any third party, except in the normal course of business and against payment or subject to retention of title; and (ii) ensure that the Products remain identifiable as Products owned by Signify. In the event of breach by Customer, Signify may require that Customer return to Signify, at Customer’s cost (including costs for de-installation), all Products in which the title has not yet passed and Customer shall fully cooperate to enable Signify to collect such Products and grant Signify (or its representative) free access to the location of the Products, and other equipment supplied and/or used by Signify in the performance of Services.

  • Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

  • DELIVERY AND TITLE A. The place of delivery for all Products sold pursuant to this Agreement shall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and at all times reasonably necessary and convenient for Buyer to take delivery as provided herein. Buyer shall schedule the loading and shipping of all outbound Products purchased hereunder which is shipped by rail. All labor and equipment necessary to load rail cars shall be supplied by Seller without charge to Buyer. Seller agrees to handle all Products in a good and workmanlike manner in accordance with Buyer’s reasonable requirements and in accordance with normal industry practice. Seller shall maintain the rail loading facilities in safe operating condition in accordance with normal industry standards. B. Seller shall be responsible at all times for the quantity, quality and condition of any Products in storage at the Plant. Seller shall not be responsible for the quantity, quality and condition of any of Products stored by Buyer at locations other than the Plant. C. Buyer shall give to Seller a schedule of quantities of the Products to be removed by rail with sufficient advance notice reasonably to allow Seller to provide the required services. Seller shall provide the labor, equipment and facilities necessary to meet Buyer’s loading schedule and, except for any consequential or indirect damages, shall be responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so. Buyer shall order and supply rail cars as scheduled for rail shipments. All freight charges shall be the responsibility of Buyer and shall be billed directly to Buyer. D. Buyer shall provide loading orders as necessary to permit Seller to maintain Seller’s usual production schedule, provided, however, that Buyer shall not be responsible for failure to schedule removal of the DDGS unless Seller shall have provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendar month during the term hereof, Seller shall provide to Buyer a tentative schedule for production in the next calendar month which is to be shipped by railcar. Seller shall inform Buyer daily of inventory and production status. For purposes of this paragraph, notification will be sufficient if made by e-mail or facsimile as follows: If to Buyer, to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Facsimile number ▇▇▇-▇▇▇-▇▇▇▇ or email to ▇▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇▇.▇▇▇, and If to Seller, to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇, Facsimile number ▇▇▇-▇▇▇-▇▇▇▇ or email to ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Or to such other representatives of Buyer and Seller as they may designate to the other in writing. E. Title, risk of loss and full shipping responsibility shall pass to Buyer upon loading the DDGS into rail cars and delivering to Buyer of the ▇▇▇▇ of lading for each such shipment.