Common use of Escrow of Binder Material Formula Clause in Contracts

Escrow of Binder Material Formula. As a material inducement for Licensee entering into this Agreement and for the Buyer under the Purchase Agreement entering into the Purchase Agreement, and in order to provide assurance to Licensee of access to and adequate and continuing supply of the Proprietary Binder Material during the term of this Agreement, Licensor agrees to place in escrow with Licensee the formula and technology used to manufacture the Proprietary Binder Material (the "Formula") as provided herein. In connection therewith, Licensor agrees to deposit with Licensee, within ten (10) days of the date of this Agreement, a copy of the Formula. During the term of this Agreement, Licensor shall keep the Formula in escrow fully current by depositing all updates and revisions thereto and related materials, as the Formula may be updated or revised from time to time. Such supplemental deposits will be completed no later than ten (10) days after the date of use of such revised Formula by Licensor. Title to the Formula shall remain in Licensor, but title to the copy thereof to be deposited in escrow hereunder shall, in the event the Formula shall be released for use to Licensee as provided in Section 4.6, pass to and vest in Licensee. Licensee shall hold such copy of the Formula and any supplements in a safe-deposit box at a financial institution located in the Detroit/Ann Arbor, Michigan region designated by Licensee and reasonably approved by Licensor. Notwithstanding its ownership of a copy of the Formula in such event, Licensee's use of the Formula shall remain subject to the terms of this Agreement.

Appears in 2 contracts

Samples: License and Binder Purchase Agreement (Headwaters Inc), License and Binder Purchase Agreement (Headwaters Inc)

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Escrow of Binder Material Formula. As a material inducement for Licensee entering into this Agreement and for the Buyer under the Purchase Agreement entering into the Purchase Agreement, and in order to provide assurance to Licensee of access to and an adequate and continuing supply of the Proprietary Binder Material during the term of this Agreement, Licensor agrees to place in escrow with Licensee the formula and technology used to manufacture the Proprietary Binder Material (the "Formula") as provided herein. In connection therewith, Licensor agrees to deposit with Licensee, within ten (10) days of the date of this Agreement, a copy of the Formula. During the term of this Agreement, Licensor shall keep the Formula in escrow fully current by depositing all updates and revisions thereto and related materials, as the Formula may be updated or revised from time to time. Such supplemental deposits will be completed no later than ten (10) days after the date of use of such revised Formula by Licensor. Title to the Formula shall remain in Licensor, but title to the copy thereof to be deposited in escrow hereunder shall, in the event the Formula shall be released for use to Licensee as provided in Section 4.6, pass to and vest in Licensee. Licensee shall hold such copy of the Formula and any supplements in a safe-deposit box at a financial institution located in the Detroit/Ann Arbor, Michigan region designated by Licensee and reasonably approved by Licensor. Notwithstanding its ownership of a copy of the Formula in such event, Licensee's use of the Formula shall remain subject to the terms of this Agreement.

Appears in 1 contract

Samples: License and Binder Purchase Agreement (Covol Technologies Inc)

Escrow of Binder Material Formula. As a material inducement for Licensee entering into this Agreement and for the Buyer under the Purchase Agreement entering into the Purchase Agreement, and in order to provide assurance to Licensee of access to and adequate and continuing supply of the Proprietary Binder Material during the term of this Agreement, Licensor agrees to place in escrow with Licensee the formula and technology used to manufacture the Proprietary Binder Material (the "Formula") as provided herein. In connection therewith, Licensor agrees to deposit with Licensee, within ten (10) days of the date of this Agreement, a copy of the Formula. During the term of this Agreement, Licensor shall keep the Formula in escrow fully current by depositing all updates and revisions thereto and related materials, as the Formula may be updated or revised from time to time. Such supplemental deposits will be completed no later than ten (10) days after the date of use of such revised Formula by Licensor. Title to the Formula shall remain in Licensor, but title to the copy thereof to be deposited in escrow hereunder shall, in the event the Formula shall be released for use to Licensee as provided in Section 4.6, pass to and vest in Licensee. Licensee shall hold such copy of the Formula and any supplements in a safe-deposit box at a financial institution located in the Detroit/Ann ArborPikeville, Michigan Kentucky region designated by Licensee and reasonably approved by Licensor. Notwithstanding its ownership of a copy of the Formula in such event, Licensee's use of the Formula shall remain subject to the terms of this Agreement.

Appears in 1 contract

Samples: License and Binder Purchase Agreement (Headwaters Inc)

Escrow of Binder Material Formula. As a material inducement for Licensee entering into this Agreement and for the Buyer under the Purchase Agreement entering into the Option and Purchase Agreement, and in order to provide assurance to Licensee of access to and adequate and continuing supply of the Proprietary Binder Material during the term of this Agreement, Licensor agrees to place in escrow with Licensee the formula and technology used to manufacture the Proprietary Binder Material (the "Formula") as provided herein. In connection therewith, Licensor agrees to deposit with Licensee, within ten (10) days of the date of this Agreement, a copy of the Formula. During the term of this Agreement, Licensor shall keep the Formula in escrow fully current by depositing all updates and revisions thereto and related materials, as the Formula may be updated or revised from time to time. Such supplemental deposits will be completed no later than ten (10) days after the date of use of such revised Formula by Licensor. Title to the Formula shall remain in Licensor, but title to the copy thereof to be deposited in escrow hereunder shall, in the event the Formula shall be released for use to Licensee as provided in Section 4.6, pass to and vest in Licensee. Licensee shall hold such copy of the Formula and any supplements in a safe-deposit box at a financial institution located in the Detroit/Ann Arbor, Michigan region designated by Licensee and located in Pike County, Kentucky or such other location as may be designated by Licensee and, in each case, reasonably approved by Licensor. Notwithstanding its ownership of a copy of the Formula in such event, Licensee's use of the Formula shall remain subject to the terms of this Agreement.

Appears in 1 contract

Samples: License and Binder Purchase Agreement (Headwaters Inc)

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Escrow of Binder Material Formula. As a material inducement for Licensee entering into this Agreement and for the Buyer under the Purchase Agreement entering into the Purchase Agreement, and in order to provide assurance to Licensee of access to and adequate and continuing supply of the Proprietary Binder Material during the term of this Agreement, Licensor agrees to place in escrow with Licensee the formula and technology used to manufacture the Proprietary Binder Material (the "Formula") as provided herein. In connection therewith, Licensor agrees to deposit with Licensee, within ten (10) days of the date of this Agreement, a copy of the Formula. During the term of this Agreement, Licensor shall keep the Formula in escrow fully current by depositing all updates and revisions thereto and related materials, as the Formula may be updated or revised from time to time. Such supplemental deposits will be completed no later than ten (10) days after the date of use of such revised Formula by Licensor. Title to the Formula shall remain in Licensor, but title to the copy thereof to be deposited in escrow hereunder shall, in the event the Formula shall be released for use to Licensee as provided in Section 4.6, pass to and vest in Licensee. Licensee shall hold such copy of the Formula and any supplements in a safe-deposit box at a financial institution located in the Detroit/Ann Arbor, Michigan ** region designated by Licensee and reasonably approved by Licensor. Notwithstanding its ownership of a copy of the Formula in such event, Licensee's use of the Formula shall remain subject to the terms of this Agreement.

Appears in 1 contract

Samples: License and Binder Purchase Agreement (Covol Technologies Inc)

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