ESCROW SOURCE CODE Sample Clauses

ESCROW SOURCE CODE. The Contractor agrees to provide a mutually agreeable third-party source code escrow account in which the current CCRS solution source code is available to the State for inspection at any time. To protect the State investment during the design, development, implementation, and operational phases, the source code must be placed in escrow and the Contractor is required to maintain, at the Contractor’s expense, a source code escrow account for the CCRS solution for non-COTS Contractor-provided solution components through a third- party vendor. The source code in escrow must be kept current by refreshing the source code while under development and in conjunction with major software upgrades or product releases. CDPH has the right to audit the products kept in escrow during regular business hours upon sufficient notice to the Contractor and Escrow Company. The Contractor shall submit evidence of the source code and documentation source material (the software build instructions, programming documentation, configuration information, and any other documentation used by the Contractor’s programmers to understand the source code or to develop, compile, maintain, or update the software) deposited with an Escrow Entity to the CDPH within 30 calendar days of the Agreement Effective Date, in accordance with the following: • The Contractor agrees to deposit a copy of the source code of the proprietary software product(s) used in the implementation, operation and maintenance support with documentation of the system with a mutually acceptable third-party escrow company during the term of the Agreement. • The Contractor agrees to deposit a copy of the original and modified third-party proprietary software source code if any of the original third-party source code has been modified to meet the requirements of this SOW and resulting contract. • The Contractor’s third-party escrow company shall be located within the continental United States. • The Contractor guarantees that it will place a copy of a revised or additional software source code and documentation with the escrow company within five
Sample 1
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ESCROW SOURCE CODE. An escrow is being established to assure HTI's ability to provide maintenance to the Licensed Programs and to continue to offer it to its customers should Surequest become unable or unwilling to perform under this Agreement to such a material extent that its inability or unwillingness jeopardizes the maintenance of the Licensed Programs or HTI's ability to offer the Licensed Programs to its customers. Should any such event happen, HTI agrees to give SureQuest written notice of any such inability or unwillingness which HTI reasonably believes jeopardizes the maintenance of the Licensed Programs or HTI's ability to offer the Licensed Programs to its customers. SureQuest shall have thirty (30) days to respond in writing to the alleged inability or unwillingness. If the parties are not able to resolve the dispute, the matter shall be submitted to arbitration as provided in Section 26 (b) below. The final decision of the arbitration shall determine whether HTI shall receive a copy of the source code of the Licensed Properties or whether SureQuest shall eliminate its inability or unwillingness to perform its obligations under this Agreement. Within sixty (60) days following execution of this Agreement, SureQuest shall place into escrow an executable copy of the Licensed Programs and a copy of the source code and, within thirty (30) days of release to HTI of any maintenance, upgrades or modifications to the Licensed Programs which required changes to the source codes shall place into escrow an updated executable copy of the Licensed Programs and copy of the source code. The parties shall share equally the responsibility for payment of all fees charged by the escrow agent. SureQuest's contribution to such fees may take the form of a credit against billing to HTI. The escrow agent shall be fort Knox xxx the escrow shall be established, maintained, and dissolved according to the terms of the escrow agreement to be agreed to consistent with the terms of this Agreement. Should HTI acquire the source code from the escrow, HTI shall be granted a non-transferable, irrevocable, non-exclusive license to use the source code only to support its license to use, and license its customers to use, the Licensed Property only pursuant to this Agreement and any other agreement between HTI and SureQuest. Ownership of the source code, and all intellectual property rights, including, but not limited to, copyright, trade secret, and patent rights, in the source code and any modificatio...
Sample 1

Related to ESCROW SOURCE CODE

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Escrow Escrow shall be opened by Seller and funds deposited in escrow upon acceptance of this Agreement by both parties. The escrow holder will be a nationally-recognized escrow company selected by Seller. A copy of this Agreement will be delivered to the escrow holder and will serve as escrow instructions together with the escrow holder's standard instructions and any additional instructions required by the escrow holder to clarify its rights and duties (and the parties agree to sign these additional instructions). If there is any conflict between these other instructions and this Agreement, this Agreement will control.

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

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