Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials,"
(i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) certificates representing Forty One Million (41,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the Notes, the OS Debentures and the Escrow Agreement.
(b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS Underlying Shares and the OS Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS Debentures, and the OS Escrow Shares shall be cancelled.
Escrow Materials. Escrow Materials" means the materials listed on Schedule C.
Escrow Materials. GT agrees to put object code and source code and the documentation thereto, which shall include all relevant commentary, including, but not limited to, explanation, flow charts, algorithm and subroutine descriptions, memory and overlap maps, designs, architecture and other similar materials, for the Reservation System in escrow with an independent third party escrow agent located in the United States, acceptable to AXP, which acceptance shall not be unreasonably withheld ("Escrow Materials"). The parties shall enter into an escrow agreement substantially in the form attached hereto as Exhibit "W", within thirty (30) days of the Effective Date.
Escrow Materials. Depositor shall deliver to the Trustee a sealed package containing magnetic tapes, disks, disk packs, or other forms of media, in machine readable form, and the written documentation prepared in connection therewith, and any subsequent updates or changes thereto (the "Deposit Materials") for the computer software products (the "System(s)"), all as identified from time to time on Exhibit A hereto. Deposit Materials shall consist of the source code magnetically or optically stored, and such supporting documentation and related materials as are necessary for a reasonably competent programmer to routinely maintain and modify such code.
Escrow Materials. Promptly following execution of the Backup Escrow Agreement, and pursuant to the terms and conditions thereof, Seller shall deposit and maintain under escrow: (a) a complete copy of the binary files, source code and object code for the Enlighten software and the software components of Seller’s backend system used in providing the Enlighten service that are proprietary to Seller, including all relevant documentation associated with such software (the “Enlighten Software”); and (b) and instructions on how Buyer shall be able to retrieve the Data that is hosted on the various servers, locations, or other storage apparatuses that it may be located on (the Data and the Enlighten Software shall collectively be referred to as the “Escrow Materials”). Promptly following any material update to the Enlighten Software, but no less than annually, and immediately prior to termination of the Hosting Period, Seller shall update the Escrow Materials to conform to the then-current version of the Enlighten Software used to provide the Enlighten service to Buyer under this Agreement.
Escrow Materials. WizCom hereby authorizes Escrow Agent to release the copy of the Source Code and all corrections, improvements, updates or enhancements of the Source Code made by the Owners of the Software (the "Escrow Materials") which Escrow Agent stores for WizCom pursuant to this Escrow Agreement upon compliance with the provisions of paragraph 7 hereof and as stated, in particular, in paragraphs 7.6 and 8 of this Agreement.
Escrow Materials. Collectively, all then-current source code for the Software and including all code (and any third-party code) necessary to compile and operate the Software, together with all documentation as would be necessary to enable a reasonably skilled programmer to maintain such Software and descriptions of all compilers, assemblers, other computer programs and related documentation, and other materials that are necessary or useful to use, modify, and prepare derivative works from such source code; all information, documentation and materials relating to the installation of the software and its integration with or into users’ computer systems; and the instructions and/or source code for all modifications done for end users, whether on the end users’ computer systems or computer systems hosted for end users.
Escrow Materials. Within 30 days following the Effective Date, the parties shall put in place a mutually acceptable escrow agreement pursuant to which Vert shall place in escrow with Fort Xxxx or other escrow agent mutually agreeable to the parties (the "Escrow Agent") true and complete copies of the Source Code for the Products (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow) owned by VNI or any of the VNI Subsidiaries and existing as of the Effective Date. Promptly following the date on which any other Product, Update or Enhancement owned by VNI or any the VNI Subsidiaries becomes generally available, or any Vert-Owned Deliverable is provided to Converge under the Professional Services Agreement, but in any event at least once per calendar quarter, Vert shall deliver to the Escrow Agent the Source Code for such other Products, Updates, Enhancements and Vert-Owned Deliverables (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow). All of the foregoing materials delivered by Vert to the Escrow Agent are referred to herein as the "Escrow Materials."
Escrow Materials. 6.1 On or before delivery of the Product to Amexco, Licensor shall deliver to an independent third party escrow agent, selected and designated by Amexco and approved by Licensor (such approval not be unreasonably withheld) (“Escrow Agent”), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and is substantially in the form attached as Exhibit C (“Escrow Agreement”), a current and complete copy of the Source Code and any other materials required by the terms of the Schedule to be deposited in escrow (“Escrow Materials”).
6.2 Within five (5) days of the installation of any new Update, Product release (or any other substantial modification to the Product) or within six (6) months of the last deposit hereunder, whichever is sooner, Licensor shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Product or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered “Escrow Materials” as the term is used herein.
6.3 In the event Licensor fails to maintain and/or support any Product in accordance with the provisions of this Agreement and such failure is not fully remedied within thirty
Escrow Materials. The UAS Escrow Materials shall be kept current by Seller by making updates to the UAS Escrow Materials at least once per year (if such updates are made) for the shorter of the first [*] years of the Term or the period of time until the applicable New UAS Product has been discontinued by Seller. New materials deposited in escrow shall supplement previous materials deposited in escrow in relation to the relevant New UAS Product.
