Deposit Materials. Escrow materials shall be those specified in the Escrow Agreement.
Deposit Materials. If a verification is elected after the Deposit Materials have been delivered to DSI, then only DSI, or at DSI's election an independent person or company selected and supervised by DSI, may perform the verification; PROVIDED, HOWEVER, that such independent person or company shall not be the Preferred Beneficiary.
Deposit Materials. (a) Initial Deposit - Depositor shall submit the initial Deposit Materials to Escrow Associates within sixty (60) days of the Effective Data or sixty (60) days after development of the Deposit Materials is completed. Depositor shall complete and deliver with all Deposit Materials a form as shown herein as Exhibit B, which shall then become part of this Agreement, Escrow Associates shall notify Beneficiary within ten (10) business days or receipt of the initial Deposit Materials. Escrow Associates has no obligation with respect to the initial Deposit Materials for delivery, functionality, completeness, performance or initial quality. Confidential and Proprietary 2 Gogo LLC
(b) Deposit Material Updates - Depositor shall submit updates to the initial Deposit Materials to Escrow Associates within sixty (60) days of any material modification, upgrade or new release of the Software. Depositor shall complete and deliver with all updates to the Deposit Materials an amended Exhibit B form, which shall additionally become part of this Agreement. Escrow Associates shall notify Beneficiary within ten (10) business days of receipt of updates to the Deposit Materials. Escrow Associates has no obligation with respect to the updates to the Deposit Materials for delivery, functionality, completeness, performance or initial quality.
Deposit Materials. Section 5 of the Agreement is modified to account for the following: the Deposit Materials include (i) Licensor’s proprietary software that is part of the Client Software (as defined in Contract) and (ii) Third Party Software (as defined in the Contract) that is part of the Client Software, but only to the extent that Licensor has the contractual right to place such Third Party Software in to the Escrow Account. Licensee acknowledges that it may have to acquire rights directly from the licensors of Third Party Software in order to make full use of Client Software.
Deposit Materials. I certify that the above described materials Received the identified materials: were delivered/sent to Escrow Agent By:____________________________________ By:_______________________________ Name:__________________________________ Name:_____________________________ Title:_________________________________ Title:____________________________ For:___________________________________ For:______________________________ Date:__________________________________ Date:_____________________________ Exhibit C No:_____________________
Deposit Materials. (a) Within thirty (30) days following the Effective Date, StarMedia shall deposit in escrow with Fort Knox Escrow Servixxx, Inc. (or other mutually acceptable escrow agent) pursuant to the Escrow Agreement attached hereto as Exhibit J, a copy of the Deposit Materials. Provided that the Company has paid all applicable maintenance fees due to StarMedia hereunder, if StarMedia corrects any defects in, or provides any revision to, the Deposit Materials, StarMedia shall furnish the escrow agent with a corrected or revised copy of the Deposit Materials within five (5) days. In the event the Deposit Materials are released to the Company, they shall be treated as the confidential information of StarMedia in accordance with the provisions of Section 10 of this Agreement. The Escrow Agreement shall provide that the Deposit Materials are subject to release to the Company if, and only if: (i) StarMedia liquidates, dissolves, or shall be adjudicated insolvent, or files or has filed against it a petition in bankruptcy or for reorganization which is not discharged within 60 days after the filing thereof, or takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy, (ii) StarMedia ceases to commercially provide an integrated multi-access portal service offering or a content aggregation service offering in the ordinary course without a successor reasonably acceptable to the Company, completely discontinues the MAP Service, or the MAP Service experiences more than two (2) Critical Failures (as such term is defined in the Maintenance and Support Agreements) during each of the Initial Term or Renewal Terms (e.g., one Critical Failure in the Initial Term and one Critical Failure in the next Renewal Term shall not count as two Critical Failures for the purposes of triggering this provision) under any Operating Agreement during the term of such Operating Agreement (it being understood and agreed by the Parties hereto that a Critical Failure that affects more than one Participating Affiliate shall only count as one Critical Failure hereunder), or (iii) StarMedia is acquired by, merges with, or sells all or substantially all of its assets related to its performance under this Agreement to a Company Competitor (each, a "Release Event"). All costs of establishing and maintaining the escrow account(s) described herein shall be borne by the Company. The parties acknowledge and agree that the Escrow...
Deposit Materials. Source code, object code, psuedo code, including procedures for compiling object code from source code, and formal documentation for Licensed Technology. Formal documentation may include comments within source code, engineering requirement specifications, functional specifications, work flow diagrams, user manuals, release notes, or statements of work which are in existence and in current form as of the date of submission into escrow.
Deposit Materials. The computer programs to which this agreement applies are those named in the Agreement. A program shall consist of the Source Code magnetically or optically stored, and such supporting documentation and related materials that are necessary for a reasonably competent programmer to routinely maintain and modify such programs, including the materials described in Section 19.3 of the Agreement (collectively, the "Deposit Materials").
Deposit Materials. 10.1 Pursuant to the terms of the ICT/Eagle Agreement, Eagle is to deliver Deposit Materials (as that term is defined in the ICT/Eagle Agreement) and Additional Deposit Materials (as that term is defined in the ICT/Eagle Agreement) to a Holder (as that term is defined in the ICT/Eagle Agreement). Under the circumstances and according to the procedures set forth in the ICT/Eagle Agreement, the Deposit Materials and Additional Deposit Materials may be released to ICT if Eagle is unable or unwilling to provide ICT with Eagle Proprietary Components, if Eagle has failed to support the Eagle Products, or if ICT has been unable to immediately procure from Eagle suppliers whatever ICT requires to make or have made the Eagle Products provided there is no order by any executive, legislative, or judicial person, body, or forum prohibiting the release of the Deposit Materials and the Additional Deposit Materials.
(i) if Eagle Proprietary Components have not been fully developed and tested and are ready for sale, (ii) for reasonable manufacturing lead times, (iii) reasonable debugging and testing time for changes and improvements, and (iv) subject to World accepting suppliers payment terms, if ICT and Eagle are unable or unwilling to provide Eagle Proprietary Components to World for a time period in excess of ninety (90) days World may request the Holder to release the Deposit Materials and additional Deposit Materials to World provided there is no order by any executive, legislative, or judicial person, body, or forum prohibiting the release of the Deposit Materials and the Additional Deposit Materials. World may obtain the release of the Deposit Materials and Additional Deposit Materials by the Holder pursuant to the following procedure: Holder must receive from World (i) written notification (the "Notice") setting forth the reason for World's request for such release and stating that World is entitled to use and access such Deposit Materials and Additional Deposit Materials, (ii) a written undertaking from World that the Deposit Materials and Additional Deposit Materials being supplied to World will be used only as permitted under the terms of this Agreement, and (iii) specific instructions from World for this delivery. Upon receipt of such Notice from World, Holder shall notify ICT of World's Notice to Holder, enclosing therein a copy of such request which sets forth ICT's or Eagle's failure to supply ("Holder's Original Notice"). If ICT or Eagle, as the case may b...
Deposit Materials. Name Version --------------------------------------- ------------------ Date CPU/OS Compiler --------------------------------------- ----- ------- Application ------------------------------- Utilities needed -------------------------- Special operating instructions ------------- ------------------------------------------- I certify that the above described materials were delivered/sent to the Receipt of the materials acknowledged. Escrow Holder. By By ----------------------------------- ----------------------------------- Name Name --------------------------------- --------------------------------- Title Title -------------------------------- -------------------------------- For For Escrow Holder ---------------------------------- Date Date -------------------------------- --------------------------------- ATTACHMENT B NO. --------------------
