Asset Transfer Passage of Title Delivery Sample Clauses

Asset Transfer Passage of Title Delivery. At the Closing, all ------------------------------------------ of SCP's right, title to, and interest in all of the Acquired Assets shall pass to TSI, and SCP shall deliver to TSI possession of all of the Acquired Assets. SCP shall further deliver to TSI proper assignments, conveyances and bills of sale, in form reasonably satisfactory to TSI, sufficient to convey to TSI good and marketable title to all the Acquired Assets, free and clear of all Encumbrances, as well as such other instruments of conveyance as TSI may reasonably deem necessary, at or after the Closing, to effect or evidence the transfers provided in this Agreement.
Sample 1
AutoNDA by SimpleDocs
Asset Transfer Passage of Title Delivery. (a) Upon the Closing, all of the right, title and interest of Seller in and to all of the Purchased Assets shall pass to Purchaser, and Seller shall deliver to Purchaser possession or control of all of the Purchased Assets and shall further deliver to Purchaser proper assignments, conveyances and bills of sale sufficient to convey to Purchaser good (and in the case of tangible assets, marketable) title to all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances, as well as such other instruments of conveyance as Purchaser may reasonably determine are necessary (both at and after the Closing) to effect or evidence the transfers contemplated hereby.
Sample 1
Asset Transfer Passage of Title Delivery. Upon the Closing all of Seller's right title and interest in and to all of the Acquired Assets shall pass to Buyer; and Seller shall deliver to Buyer possession of all of the Acquired Assets and shall further deliver to Buyer proper assignments, conveyances and bills of sale sufficient to convey to Buyer good and marketable title to all the Acquired Assets in the forms reasonably requested by Buyer, free and clear of all Encumbrances, and such other instruments of conveyance as Buyer or its counsel may reasonably deem necessary or desirable (either at and after the Closing) to effect or evidence the transfers contemplated hereby. Physical delivery by Seller of all of the Acquired Assets shall occur on or before January 12,
Sample 1
Asset Transfer Passage of Title Delivery. Upon the Closing, all of Seller’s right, title and interest in and to all of the Assets shall pass to Purchaser; and Seller shall deliver to Purchaser possession of all of the Asset, and shall further deliver to Purchaser the Xxxx of Sale attached hereto as Exhibit A, as well as such other instruments of conveyance as the parties hereto may reasonably request (both at and after the Closing) to effect or evidence the transfers contemplated hereby.
Sample 1
Asset Transfer Passage of Title Delivery 
Sample 1Sample 2Sample 3See All (27)

Related to Asset Transfer Passage of Title Delivery

  • Passage of Title 9.7.1 The ownership and title to the Goods and any part thereof shall fully pass to ISR free and clear of all security interests, liens, attachment, encumbrances and any other rights or claims of any kind of any third party, upon the date of issuance by ISR of the Final Acceptance Certificate for each of the Goods at ISR Site. The passing of title to ISR and the vesting of ownership rights shall be without prejudice to any right that may accrue to ISR under this Agreement.

  • Passage of Title and Risk of Loss Legal title, equitable title and risk of loss with respect to the Acquired Assets will not pass to Buyer until the Acquired Assets are transferred at the Closing.

  • Notice of Title Defects Buyer shall provide Seller notice of all Title Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date (the “Title Claim Date”). To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Title Claim Date, (c) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (e) include the Title Defect Value, as reasonably determined by Buyer in good faith, and (f) comply with the limitations and Title Defect Value qualifications set forth in Section 4.14. Any matters identified by Buyer during the Examination Period that constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances and Assumed Obligations hereunder. Upon receipt of notices of Title Defects, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending ninety (90) days after the Closing to cure such defect. If Seller should not elect to cure a Title Defect, and no aspect of such defect is reasonably in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Title Defect Value.

  • Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

  • Quality of Title Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii), and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii). No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.

  • Conveyance of Title Upon closing, Seller shall execute and deliver to Buyer a Patent, Grant Deed, or Quit Claim Deed conveying title to the Cabin/Home Site. Buyer shall also receive a Xxxx of Sale executed by the current owner of the Personal Property in form of Exhibit B, attached hereto. If Buyer and the owner of the Personal Property are identical, then the Xxxx of Sale shall be returned to said party.

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

  • Transfer of Title None of Seller’s property interest in the Product will pass to Buyer until the Delivery and payment set forth above are complete. Upon such completion, all rights, title and interest in and to the Product, to the full extent the same is property, will transfer to Buyer. To the extent that any Transaction is for Product not yet generated at the time of the Transaction, Seller agrees to make and Buyer agrees to accept actual Delivery of the Product, unless sooner netted out pursuant to opposite purchases and sales between the Parties.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

Time is Money Join Law Insider Premium to draft better contracts faster.