Escrow Agent's Obligations. 5.1 The Escrow Agent shall accept custody of the Source Code and Supporting Material on the date of delivery in accordance with sub-clause 4.1 of this Escrow Agreement and, subject to the terms and conditions of this Escrow Agreement, shall hold the Source Code and Supporting Material on behalf of the Customer and the Contractor.
5.2 The Escrow Agent shall take all necessary steps to ensure the preservation, care, maintenance, safe custody and security of the Source Code and Supporting Material while it is in the possession, custody or control of the Escrow Agent, including storage in a secure receptacle and in an atmosphere which does not harm the Source Code and the Supporting Material.
5.3 If the Source Code and/or Supporting Material is lost, stolen, destroyed or damaged while it is in the possession, custody or control of the Escrow Agent, the Escrow Agent shall immediately notify the Customer and the Contractor.
5.4 Unless the Escrow Agreement is terminated in accordance with clause 9.2(b), the Contractor shall, upon receipt of a notice from the Escrow Agent under clause 5.3, promptly deposit a replacement copy of the Source Code and/or Supporting Material with the Escrow Agent.
5.5 Upon receipt of the replacement copy of the Source Code and/or Supporting Material, the Escrow Agent shall promptly advise the Customer and Contractor in writing of its receipt of the replacement copy of the Source Code and/or Supporting Material.
5.6 Without limitation to any other rights the Contractor and/or the Customer may have under this Escrow Agreement or at law, where the loss, damage or destruction of the Source Code and/or Supporting Material is caused by the negligent, wilful or unlawful act or omission of the Escrow Agent, the Escrow Agent must, at its own expense, reimburse the Contractor for the reasonable cost of replacing the Source Code and/or Supporting Material.
5.7 The Escrow Agent is not obliged to determine the nature, completeness or accuracy of the Source Code lodged with it.
Escrow Agent's Obligations. In Respect of the Promissory Note and the Final Note -----------------------------------------------------------------
4.01 The Escrow Agent shall hold and deal with the Promissory Note in accordance with the following terms: (a) within 5 days after the amount of the Adjustment has been determined (in accordance with the terms of paragraphs 3.04(a) or (b) of the APA) and communicated to the Escrow Agent the Escrow Agent shall proceed as follows: (i) if after the Adjustment is determined, there is no reduction in the Purchase Price, then there shall be no changes made to the Promissory Note by the Escrow Agent; and (ii) if after the Adjustment is determined, there is a reduction in the Purchase Price, then the Escrow Agent shall amend the Promissory Note by reducing the Principal Amount (and, after taking into account any and all sums paid to the Shareholders pursuant to the Promissory Note up to and including the date of the Adjustment, any amortization schedules related thereto) by the amount of the Adjustment; and once done shall deliver the amended Promissory Note to AVL; or (a) if there has been a default in the payment or performance of the Promissory Note (the "Default") prior to the date of delivery thereof to AVL (in accordance with the terms of paragraph 4.01(a) hereof) and AVL has delivered a written notice of the Default to the Escrow Agent, then the Escrow Agent shall, subject to the terms of paragraph 4.03 hereof, deliver the Promissory Note to AVL.
4.02 The Escrow Agent shall make the Adjustment to the Promissory Note pursuant to or in accordance with: (i) a written authorization signed by Addison and AVL delivered to the Escrow Agent, which authorization shall set forth the amount of the Adjustment; or (ii) if no written authorization is received, a certified copy of a final judgment of a court of competent jurisdiction, provided, however, that a certified copy of a final judgment shall serve as a valid determination only if the time for appeal has expired and no appeal has been perfected or all appeals have been exhausted or no further right of appeal exists.
4.03 If there has been a Default of the Promissory Note, then the Escrow Agent shall deliver the Promissory Note to AVL in accordance with: (i) a written authorization signed by AVL delivered to the Escrow Agent, which authorization shall set forth that there has been a Default in the Promissory Note and the nature or amount of the Default; or (ii) if Addison is disputing the Default a...
Escrow Agent's Obligations. The Escrow Agent undertakes to SARS that it shall: hold the Third Party Source Code Materials in a safe and secure environment; allow both SARS and the Third Party licensor rights to audit and inspect the written records of the Escrow Agent pertaining to the escrow agreement;
Escrow Agent's Obligations. In Respect of the Promissory Note and the Final Note --------------------------------------------------------------------------------
Escrow Agent's Obligations. In Respect of the Securities Pledge Agreement and the Directors Resolution --------------------------------------------------------------------------------
Escrow Agent's Obligations. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall not be responsible or accountable for the correctness of any information provided to it by the Indemnified Parties, or any action taken on the basis of such information, including, without limitation, any disbursement of Escrowed Merger Shares by the Escrow Agent pursuant to Section 4(a) or (b) and shall not be required in any event to verify independently the correctness of any information provided to it. The Escrow Agent shall be entitled to rely, without any investigation whatsoever, upon any communications received from the Indemnified Parties, and the Escrow Agent shall be entitled to deem the signatories of the communications submitted to it hereunder as being those purported to be authorized to sign such and shall be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without sustaining evidence of any kind. The Escrow Agent shall have the right to consult with counsel and shall be fully protected and shall not be liable with respect to any action, taken or omitted by the Escrow Agent in good faith and on advice of counsel, and shall be fully protected and shall not be liable for any error of judgments or for any act done or omitted by it in good faith, except for its own gross negligence or willful misconduct. The Escrow Agent shall have no duties to anyone except those signing this Escrow Agreement. In addition:
(a) if any property held under this Escrow Agreement is attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is expressly authorized in its sole direction, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated;
(b) if the Escrow Agent becomes involved in litigat...
Escrow Agent's Obligations. On the Closing Date, the Escrow Agent
(a) Record the original of the Grant, Bargain and Sale Deed and deliver the same to TMWA;
(b) Deliver the Warranty Bill of Sale to TMWA;
(c) Deliver to TMWA all documents required for resolution of litigation;
(d) Pay to TCID all sums deposited by TMWA, less any charges to TCID;
(e) Make the apportionment required by Section 13.2 of this Agreement; and
(f) Pay itself its escrow fee.
Escrow Agent's Obligations. 5.1 The Escrow Agent must accept delivery of the Source Code on the date of delivery and hold the Source Code on trust, on the terms and conditions of this Agreement.
Escrow Agent's Obligations. Without limitation, it shall be the obligation of Escrow Agent at Closing:
(a) To record the Deed delivered hereunder;
(b) To deliver to Buyer those items specified in Paragraph 8.1(a) through (f) and deliver copies thereof to Seller;
(c) To cause the issuance and delivery to Buyer of the Title Policy.
Escrow Agent's Obligations. 1The Escrow Agent must accept custody of the source code on the date of delivery in accordance with clause 4.1 of this Agreement and, subject to the terms of this Agreement, will hold the source code on behalf of the Customer and the Contractor.
