Transfer of Good Title Clause Samples

The Transfer of Good Title clause establishes that the seller guarantees they have the legal right to transfer ownership of the goods to the buyer, free from any undisclosed claims or encumbrances. In practice, this means the seller must ensure that the goods are not subject to third-party rights, such as liens or security interests, and that the buyer will receive clear and undisputed ownership upon purchase. This clause is essential for protecting the buyer from future disputes or losses related to ownership, ensuring that the transaction results in a legitimate and secure transfer of property.
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Transfer of Good Title. Except as disclosed on Schedule 4.07, consummation of the merger will convey and transfer to Newco, good, complete and marketable title to all of ASC Assets, free and clear of restrictions or conditions to transfer or assignment and free and clear of all defects of mortgages, liens, encumbrances, pledges, leases, equities, claim charges, easements, rights of way, covenants, conditions, conditional sale of contracts, security interest and restrictions.
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Transfer of Good Title. Upon consummation of the transactions contemplated hereby, the Purchaser will transfer to the Sellers and Purchaser will have good and valid title to the Premier Shares and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature (other than such as may be created by Purchaser.
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Transfer of Good Title. The undersigned Participant understands and agrees that upon acceptance by the Fund or the Distributor on behalf of the Fund of this Order and the related Fund Basket(s) of securities, the purchase of Creation Unit aggregations of Fund shares shall be irrevocable and that transfer to the Fund of good title to the securities constituting the Fund Basket shall have been made. The Participant also represents and warrants to the Distributor and the Fund that it does not and will not, after the consummation of the purchase contemplated by this Order, hold for the account of any single beneficial owner of Fund shares of the Series to which this Order relates 80 percent or more of the outstanding shares of such Series.
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Transfer of Good Title. Seller and IRI shall have transferred to Purchaser good and marketable title to all of the Assets free and clear of all liens, security interests, claims or other encumbrances of every nature, except as set forth in the Seller Disclosure Schedule.
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Transfer of Good Title. Upon consummation of the transactions ---------------------- contemplated hereby, such Seller will transfer to Buyer, and Buyer will have good and valid title to, such Seller's Shares listed by such Sellers name on Schedule 2.4, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature (other than such as may be created by Buyer).
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Transfer of Good Title. 21 3.5 Management's Representation and Warranties.............. 21 3.6
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Related to Transfer of Good Title

  • No Transfer of License This license is personal to you and may not be sublicensed, assigned, or transferred by you to any other person without publisher's written permission.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.