CONTINUED PERFORMANCE; ESCROW ACCOUNT Sample Clauses
The "Continued Performance; Escrow Account" clause requires parties to maintain their contractual obligations and continue performing their duties even if a dispute arises, often by utilizing an escrow account to hold payments or assets during the resolution process. In practice, this means that payments due under the contract may be deposited into a neutral third-party escrow account rather than being withheld or delayed, ensuring that neither party is unfairly disadvantaged while disagreements are resolved. This clause is designed to prevent disruptions in service or delivery and to protect both parties' interests by ensuring that performance continues and funds are safeguarded until the dispute is settled.
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CONTINUED PERFORMANCE; ESCROW ACCOUNT. Unless
(a) Sabre has commenced a proceeding or has presented a claim for nonpayment by Customer of amounts due under the Agreement, and Customer does not promptly pay all amounts in dispute into the escrow account referred to below, or (b) the Agreement has been terminated in accordance with Section 11.2, Sabre will continue to provide the Base Services and Variable Services during any dispute resolution proceedings (whether informal or formal) commenced pursuant to this Schedule and Customer will continue to perform its obligations (including the making of payments to Sabre) in accordance with the Agreement. Up to the maximum amount in dispute, any disputed payment will be paid pending resolution of the Dispute into an escrow account that is structured by agreement of the Parties or, if agreement cannot be reached, as directed by the mediator or arbitrator, as the case may be, engaged in accordance with this Schedule. Any such escrow account will provide for the payment of interest on the amounts deposited therein, and the Parties (if the Dispute is resolved informally) or the mediator or arbitrator, as the case may be (if the Dispute is resolved formally), will make the determination regarding distribution of such deposited amounts plus interest. If Customer fails to escrow disputed payments as required by the Agreement, Sabre may apply to any court of competent jurisdiction to seek injunctive relief for such failure and will have the right to terminate the Agreement in accordance with Section 11.2(a) of the Agreement.
CONTINUED PERFORMANCE; ESCROW ACCOUNT. Unless (i) Wendover has commenced a proceeding or has presented a claim pursuant to this Article VI for nonpayment by Client of amounts due under this Agreement, and Client does not promptly pay all amounts in dispute into the escrow account referred to below and does not otherwise continue to make payments to Wendover in accordance with this Agreement of all amounts not required to be so escrowed, or (ii) this Agreement has been terminated in accordance with Article VII, Wendover will continue to provide the Services hereunder during any dispute resolution proceedings (whether informal or formal) commenced pursuant to this Article VI, and Client will continue to perform its obligations (including the making of payments to Wendover) in accordance with this Agreement. Up to the maximum amount in dispute, any disputed payment will be paid pending resolution of the Dispute into an escrow account that is structured by agreement of the parties or, if agreement cannot be reached, as directed by the mediator or arbitrator, as the case may be, engaged in accordance with this Article VI. Any such escrow account will provide for the payment of interest on the amounts deposited therein, and the parties (if the Dispute is resolved informally) or the mediator or arbitrator, as the case may be (if the Dispute is resolved formally), will make the determination regarding distribution of such deposited amounts plus interest. In addition to the escrow, Client will continue to make payment to Wendover of all amounts not in dispute in accordance with this Agreement. If Client fails to escrow disputed payments or to otherwise continue to make payments to Wendover in accordance with this Agreement of all amounts not required to be so escrowed, Wendover may apply to any court of competent jurisdiction to seek injunctive relief for such failure and will have the right to terminate this Agreement in accordance with Section 7.2.
CONTINUED PERFORMANCE; ESCROW ACCOUNT. UNLESS (a) SABRE HAS COMMENCED A PROCEEDING OR HAS PRESENTED A CLAIM FOR NONPAYMENT BY CUSTOMER OF AMOUNTS DUE UNDER THE AGREEMENT, AND CUSTOMER DOES NOT PROMPTLY PAY ALL AMOUNTS IN DISPUTE INTO THE ESCROW ACCOUNT REFERRED TO BELOW, OR (b) THE AGREEMENT HAS BEEN TERMINATED IN ACCORDANCE WITH THE AGREEMENT, SABRE WILL CONTINUE TO PROVIDE THE SERVICES DURING ANY DISPUTE RESOLUTION PROCEEDINGS (WHETHER INFORMAL OR FORMAL) COMMENCED PURSUANT TO THIS ANNEX AND CUSTOMER WILL CONTINUE TO PERFORM ITS OBLIGATIONS (INCLUDING THE MAKING OF PAYMENTS TO SABRE) IN ACCORDANCE WITH THE AGREEMENT. UP TO THE MAXIMUM AMOUNT IN DISPUTE, ANY DISPUTED PAYMENT WILL BE PAID PENDING RESOLUTION OF THE DISPUTE INTO AN ESCROW ACCOUNT THAT IS STRUCTURED BY AGREEMENT OF THE PARTIES OR, IF AGREEMENT CANNOT BE REACHED, AS DIRECTED BY THE MEDIATOR OR ARBITRATOR, AS THE CASE MAY BE, ENGAGED IN ACCORDANCE WITH THIS SCHEDULE. ANY SUCH ESCROW ACCOUNT WILL PROVIDE FOR THE PAYMENT OF INTEREST ON THE AMOUNTS DEPOSITED THEREIN, AND THE PARTIES (IF THE DISPUTE IS RESOLVED INFORMALLY) OR THE MEDIATOR OR ARBITRATOR, AS THE CASE MAY BE (IF THE DISPUTE IS RESOLVED FORMALLY), WILL MAKE THE DETERMINATION REGARDING DISTRIBUTION OF SUCH DEPOSITED AMOUNTS PLUS INTEREST. IF CUSTOMER FAILS TO ESCROW DISPUTED PAYMENTS AS REQUIRED BY THE AGREEMENT, SABRE MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION TO SEEK INJUNCTIVE RELIEF FOR SUCH FAILURE AND WILL HAVE THE RIGHT TO TERMINATE THE AGREEMENT IN ACCORDANCE WITH THE AGREEMENT.
CONTINUED PERFORMANCE; ESCROW ACCOUNT. Unless (a) Sabre has commenced a proceeding or has presented a claim for nonpayment by Customer of amounts due under the Agreement, and Customer does not promptly pay all amounts in dispute into the escrow account referred to below, or (b) the Agreement has been terminated in accordance with Article X, Sabre will continue to provide the Services during any dispute resolution proceedings (whether informal or formal) commenced pursuant to this Exhibit and Customer will continue to perform its obligations (including the making of payments to Sabre) in accordance with the Agreement. Up to the maximum amount in dispute, any disputed payment will be paid pending resolution of the Dispute into an escrow account that is structured by agreement of the Parties or, if agreement cannot be reached, as directed by the mediator or arbitrator, as the case may be, engaged in accordance with this
CONTINUED PERFORMANCE; ESCROW ACCOUNT. Unless
(a) BancTec has commenced a proceeding or has presented a claim pursuant to this Article for nonpayment by EDS of amounts due under this Agreement, and EDS does not promptly pay all amounts in dispute into an escrow account as required below and does not otherwise continue to make payment to BancTec in accordance with this Agreement of all amounts not required to be so escrowed, or (b) this Agreement has been terminated in accordance with ARTICLE 5, BancTec will continue to provide the Services during any dispute resolution proceedings (whether informal or formal) commenced pursuant to ARTICLE 17 and EDS will continue to perform its obligations (including the making of payments) in accordance with this Agreement. Once the Parties have a disputed amount in the aggregate amount of [*.*], [*.*] shall [*.*] such [*.*] [*.*] [*.*] into [*.*] [*.*] [*.*] of the [*.*], with such [*.*] being structured by agreement of the Parties or, if agreement cannot be reached, as directed by the arbitrator engaged in accordance with this ARTICLE 4. Any such [*.*] will provide for the [*.*] of [*.*] on the [*.*] [*.*] therein, and the Parties (if the dispute is resolved informally) or the arbitrator (if the dispute is resolved [*.*]), will make the [*.*] regarding [*.*] of such [*.*] amounts plus interest. In addition to the [*.*], EDS will continue to make payment to BancTec of all amounts not in dispute in accordance with this Agreement. If EDS fails to [*.*] [*.*] [*.*] or to otherwise continue to make payment to BancTec in accordance with this Agreement of all amounts not required to be so [*.*], BancTec may apply to any court of competent jurisdiction to seek injunctive relief for such failure and will have the right to terminate this Agreement in accordance with Section 5.1. [*.*] Confidential treatment requested: Information for which confidential treatment has been requested is omitted and is noted with "[*.*]." An unredacted version of this document has been filed separately with the Securities and Exchange Commission.