Escrow Documentation Sample Clauses
The Escrow Documentation clause outlines the requirements and procedures for handling documents and information related to an escrow arrangement. It typically specifies what documents must be provided to the escrow agent, the format and timing of their delivery, and any conditions for their release to the parties involved. This clause ensures that all necessary materials are properly managed and accessible, thereby facilitating the smooth execution of the escrow process and reducing the risk of disputes over document handling.
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Escrow Documentation. This Agreement supplements, rather than replaces, Escrow Holder’s deposit account agreement, terms and conditions, and other standard documentation in effect from time to time with respect to the Escrow or the services provided in connection therewith (the “Escrow Documentation”), which Escrow Documentation will continue to apply to the Escrow and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Escrow Holder agrees to provide to Midway the Escrow Documentation and any updates to the same. Prior to issuing any instructions, the Parties shall provide Escrow Holder with such documentation as Escrow Holder may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of such Party.
Escrow Documentation. The parties will implement escrow as described in this section.
12.1 The Parties will execute an escrow agreement as part of the execution of this Agreement in substantially the form attached as Exhibit C (the “Escrow Agreement”) with Escrow Associates, Inc. (or another escrow agreement on terms reasonably acceptable to both parties with a third party escrow agent in the U.S. reasonably acceptable to both parties). Upon completion of development and Gogo’s acceptance of the initial 10 Black Label Shipset Units, ThinKom will make the Initial Deposit as defined in 1(a) of the Escrow Agreement. ThinKom will deposit updates, replacements and duplicate Deposits as described in paragraph 1(b) of the Escrow Agreement.
12.2 The occurrence of any of the events described in paragraph 6 of the Escrow Agreement will trigger release of the Deposit held in escrow.
12.3 All fees for establishing the Escrow Agreement and maintaining Gogo, as a beneficiary thereof will be paid by Gogo. If the Deposit is released to Gogo pursuant to the Escrow Agreement, Gogo will not become the owner of the Deposit, but Gogo will have a perpetual, non-exclusive, irrevocable, worldwide license, to use, copy, display, and reproduce Technology based on the Deposit to manufacture or have manufactured the Product based on the Deposit. Gogo shall have the right to inspect and review the contents of the Deposit, upon notice to the third party escrow agent and ThinKom, for the sole purpose of verifying the accuracy and completeness of the Deposit. ThinKom shall have the right to be present at the time of inspection, and Gogo agrees that in conjunction with such verification and inspection, it shall not copy or retain any reviewed information of the Deposit without the consent of ThinKom.