Escrow of Code Sample Clauses

Escrow of Code. To the extent that any deliverables provided by Supplier under this Agreement include software, upon Company’s request, Supplier agrees to deposit in escrow: (a) with an escrow agent designated by Company and (b) pursuant to a written escrow agreement to be approved by Company in writing any and all materials relating to such software delivered under this Agreement, included, but not limited to a copy of the object code, source code, documentation and all annotations thereto (“Materials”). Company agrees to pay any amount necessary to create such escrow account and/or any related deposit fees. The escrow agreement shall provide, among other things, that in the event this Agreement is terminated for insolvency or default as provided in Sections 17.4 or 17.5 below, the escrowed Materials shall be delivered to Company. Company is hereby granted a license to use the Materials, when delivered to repair, modify, improve upon and use the deliverables under his Agreement as contemplated under this Agreement, including but not limited to the rights to reproduce, prepare derivative works, distribute, perform, display and transmit.
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Escrow of Code. To the extent that any Products or deliverables provided by Supplier under this Agreement include software, upon Southwest’s request, Supplier agrees to deposit in escrow: (a) with an escrow agent designated by Southwest and (b) pursuant to a mutually agreed upon written escrow agreement *** (“Materials”). Southwest agrees to pay any amount necessary to create such escrow account and/or any related deposit fees. The escrow agreement shall provide, among other things, that *** Southwest is hereby granted *** *** Confidential treatment requested. ARTICLE VII
Sample 1
Escrow of Code. A copy of the Source Code of the Product (as defined in Section 1.4) (which product is limited to the gaming and supporting module), as such Source Code is modified and improved from time to time, shall be deposited every six months with an independent third party escrow agent agreed upon by both parties. The escrow agent shall be irrevocably instructed to provide a copy of this Source Code to CENTAURUS in the event that, during the Term and at the end of the Term, both (a) REALTIME becomes insolvent, subject to bankruptcy proceedings, or otherwise ceases operating as a going concern; and (b) and there is no successor organization to REALTIME to assume the obligations under this Agreement. The costs of the escrow agent shall be paid for by CENTAURUS. The "Source Code" as described in this Section 6 shall be limited to the game module that constitutes the
Sample 1

Related to Escrow of Code

  • Manner of Conveyance; Limited Warranty; Nonrecourse; Etc THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S XXXX OF SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • EFFECT OF CONVEYANCE The term “

  • Instruments of Conveyance In order to effectuate the transfer of the Contributor Properties contemplated by Section 1.1 and for the administrative convenience of the parties, the Conveyances (as defined in the DSD Agreement) shall be deemed to have conveyed the Contributor Properties from DSD to the Contributor and, immediately thereafter, to have conveyed the Contributor Properties from the Contributor to the Partnership.

  • Certificate of Title The Receivable File related to such Receivable contains the original Certificate of Title (or a photocopy or image thereof) or evidence that an application for a Certificate of Title has been filed.

  • FIRPTA Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

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