Common use of Release and Return of Escrow Materials Clause in Contracts

Release and Return of Escrow Materials. 4.1 Amexco shall be entitled to request a release of and obtain the Escrow Materials from the Escrow Agent if: (i) TTG ceases doing business and its business is not continued by another corporation or entity; (ii) TTG becomes insolvent; (iii) TTG makes a general assignment for the benefit of creditors; (iv) TTG suffers or permits the appointment of a receiver for its business or assets; (v) TTG avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state or country relating to insolvency or the protection of rights of creditors; or (vi) fails to meet its maintenance and support obligations in accordance with the provisions of the Services Agreement, and such failure is not fully remedied in accordance with Section 8.2 of the Services Agreement and within ten (10) days of Amexco’s written notice to TTG of its intent to request a release of the Escrow Materials (hereinafter referred to as a “Depositor Default”), then notwithstanding any other rights and remedies to which Amexco may be entitled, Amexco shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in this Agreement. 4.2 Escrow Agent shall deliver the Escrow Materials, or a copy thereof, to Amexco only in the event that: (a) Escrow Agent receives: (i) written notification from Amexco of the occurrence of a Depositor Default; (ii) evidence satisfactory to Escrow Agent that Amexco has previously notified Depositor of such Depositor Default in writing; (iii) a written demand that the Escrow Materials be released and delivered to Amexco; (iv) a written undertaking from Amexco that the Escrow Materials being supplied to Amexco will be used only as permitted under the terms of the Services Agreement; and (v) specific instructions from Amexco for this delivery. (b) Amexco shall, concurrently with its submission of the items in Section 4.1(a) above to Escrow Agent, send by certified mail to Depositor a photostatic copy of all such documents. (c) Within five (5) business days of its receipt of the articles in Section 4.1 (a) above, Escrow Agent shall release and deliver a copy of the Escrow Materials to Amexco. (d) Notwithstanding the release of the Escrow Materials as provided in Section 4.1(c) above, Depositor shall have thirty (30) days from the date on which Depositor receives the documents described in Section 4.1(b) above (“Objection Period”) to notify Amexco of its objection (“Objection Notice”) to the release of the Escrow Materials to Amexco and to request that the issue of Amexco’s entitlement to a copy of the Escrow Materials be submitted to arbitration in accordance with the following provisions: (i) If Depositor shall send an Objection Notice to Amexco during the Objection Period, the matter shall be submitted to, and settled by arbitration by, a panel of three (3) arbitrators chosen by the New York Regional Office of the American Arbitration Association in accordance with the rules of the American Arbitration Association. The arbitrators shall apply New York law. All three (3) arbitrators shall be reasonably familiar with the computer software industry. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. All costs of the arbitration incurred by Depositor and Amexco, including reasonable attorneys’ fees and costs, shall be paid by the Depositor or Amexco as determined by the arbitration. If, however, Amexco refuses to submit to such binding arbitration, the matter shall not be submitted to arbitration and Depositor may submit the matter to any court of competent jurisdiction in an interpleader or similar action. 4.3 Escrow Agent shall be entitled to act in reliance upon any Amexco instructions, instrument, or signature reasonably believed to be genuine and shall assume that any Amexco officer giving any written notice or instruction, which is consistent with this Agreement, has been duly authorized to do so on behalf of Amexco. Similarly, Escrow Agent shall have no duty to inquire as to whether Amexco or Depositor is in compliance with the provisions of the Services Agreement relating to the release of Escrow Materials and shall have no liability to Depositor or Amexco for relying on Amexco’ notice. 4.4 If the Services Agreement between Amexco and Depositor has expired, been terminated or cancelled and if Amexco has not notified Escrow Agent to release the Escrow Materials hereunder as contemplated under Section 4.1 above, then Escrow Agent may return or destroy the Escrow Materials at the request of Depositor; provided, however, that Escrow Agent shall not return or destroy any such Escrow Materials unless Escrow Agent has received written certification from Amexco that no event or condition has occurred which would permit Amexco to obtain the release and delivery of such Escrow Materials under this Agreement. Notwithstanding the foregoing, if Amexco has not provided said written certification within thirty (30) days from Escrow Agent’s notice of termination, then at Escrow Agent’s option, Escrow Agent may return or destroy the Escrow Materials. 4.5 Each party shall designate an authorized individual as a contact for the purposes set forth hereunder and individuals shall be specified on the attached Exhibit E. 4.6 Any release of Escrow Materials to Amexco shall remain subject to the confidentiality obligations set forth below and in the Services Agreement. Escrow Materials shall be utilized by Amexco for its maintenance and support requirements in accordance with the Services Agreement only, and no other purpose whatsoever. 4.7 In the event of a release of the Escrow Materials to Amexco pursuant to this Article 4, Depositor shall and does hereby license to Amexco, subject to such condition, the right to use, copy, modify, maintain and update the Deposit Materials in any manner necessary or appropriate to enable Amexco to use the Deposit Materials to perform the Standard Services and any other obligations of Depositor under the Services Agreement. Any such modifications to the Deposit Materials made by Amexco shall be the property of Amexco. The foregoing license is fully paid-up, perpetual and irrevocable; provided, however, the foregoing license shall terminate if all of the following shall be performed by Depositor: (i) Depositor shall remedy the Depositor Default giving rise to the release; (ii) Depositor shall provide Amexco with adequate assurances of Depositor’s ability and commitment not to cause or permit any future Depositor Default;

Release and Return of Escrow Materials. 4.1 Amexco shall be entitled to request a release of and obtain the Escrow Materials from the Escrow Agent if: (i) TTG ceases doing business and its business is not continued by another corporation or entity; (ii) TTG becomes insolvent; (iii) TTG makes a general assignment for the benefit of creditors; (iv) TTG suffers or permits the appointment Upon receipt of a receiver for its business or assets; duly executed officer's certificate from AMEX certifying that a Triggering Event (vas defined below) TTG avails itself of, or becomes subject to, any proceeding under has occurred and requesting the Federal Bankruptcy Act or any other statute of any state or country relating to insolvency or the protection of rights of creditors; or (vi) fails to meet its maintenance and support obligations in accordance with the provisions of the Services Agreement, and such failure is not fully remedied in accordance with Section 8.2 of the Services Agreement and within ten (10) days of Amexco’s written notice to TTG of its intent to request a release of the Escrow Materials (hereinafter referred to as a “Depositor Default”), then notwithstanding any other rights and remedies to which Amexco may be entitled, Amexco shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in this Agreement. 4.2 Escrow Agent shall deliver the Escrow Materials, or a copy thereof, to Amexco only in the event that: (a) Escrow Agent receives: (i) written notification from Amexco of the occurrence of a Depositor Default; (ii) evidence satisfactory to Escrow Agent that Amexco has previously notified Depositor of such Depositor Default in writing; (iii) a written demand that the Escrow Materials be released and delivered to Amexco; (iv) a written undertaking from Amexco that the Escrow Materials being supplied to Amexco will be used only as permitted under the terms of the Services Agreement; and (v) specific instructions from Amexco for this delivery. (b) Amexco shall, concurrently with its submission of the items in Section 4.1(a) above to Escrow Agent, send by certified mail to Depositor a photostatic copy of all such documents. (c) Within five (5) business days of its receipt of the articles in Section 4.1 (a) abovehereunder, Escrow Agent shall release and deliver a copy of the Escrow Materials to Amexco. AMEX or its designee set forth in the officer's certificate. Such officer's certificate shall be delivered in person or by registered or certified mail, return receipt requested. For purposes of this Agreement, a "Triggering Event" shall be deemed to be (di) Notwithstanding the release Depositor's insolvency (as defined in Section 16(e) of the Escrow Materials as provided in Section 4.1(cMarketing Agreement) above, Depositor shall have or (ii) the Depositor's material breach of the terms of the Marketing Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days from the date on which Depositor receives the documents described in Section 4.1(b) above (“Objection Period”) of AMEX's notice to notify Amexco of its objection (“Objection Notice”) to the release of the Escrow Materials to Amexco and to request that the issue of Amexco’s entitlement to a copy of the Escrow Materials be submitted to arbitration in accordance with the following provisions: (i) If Depositor shall send an Objection Notice to Amexco during the Objection Period, the matter shall be submitted to, and settled by arbitration by, a panel of three (3) arbitrators chosen by the New York Regional Office of the American Arbitration Association in accordance with the rules of the American Arbitration Association. The arbitrators shall apply New York law. All three (3) arbitrators shall be reasonably familiar with the computer software industry. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. All costs of the arbitration incurred by Depositor and Amexco, including reasonable attorneys’ fees and costs, shall be paid by the Depositor or Amexco as determined by the arbitration. If, however, Amexco refuses to submit to such binding arbitration, the matter shall not be submitted to arbitration and Depositor may submit the matter to any court of competent jurisdiction in an interpleader or similar actionDepositor. 4.3 4.2 Escrow Agent shall be entitled to act in reliance upon any Amexco AMEX instructions, instrument, or signature reasonably believed to be genuine and shall assume that any Amexco AMEX officer giving any written notice or instruction, which is consistent with this Agreement, has been duly authorized to do so on behalf of AmexcoAMEX. Similarly, Escrow Agent shall have no duty to inquire as to whether Amexco AMEX or Depositor is in compliance with the provisions of the Services Marketing Agreement relating to the release of Escrow Materials and shall have no liability to Depositor or Amexco AMEX for relying on Amexco’ AMEX's notice. 4.4 4.3 If the Services Marketing Agreement between Amexco and Depositor has expired, been terminated or cancelled canceled and if Amexco AMEX has not notified Escrow Agent to release the Escrow Materials hereunder as contemplated under Section 4.1 above, then Escrow Agent may return or destroy the Escrow Materials at the request of Depositor; provided, however, that Escrow Agent shall not return or destroy any such Escrow Materials unless Escrow Agent has received written certification from Amexco AMEX that no event or condition has occurred which would permit Amexco AMEX to obtain the release and delivery of such Escrow Materials under this Agreement. Notwithstanding the foregoing, if Amexco AMEX has not provided said written certification within thirty (30) days from Escrow Agent’s 's notice of termination, then at Escrow Agent’s 's option, Escrow Agent may return or destroy the Escrow Materials. 4.5 4.4 Each party shall designate an authorized individual as a contact for the purposes set forth hereunder and individuals shall be specified on the attached Exhibit E. 4.6 Any release of Escrow Materials to Amexco shall remain subject to the confidentiality obligations set forth below Annex E-1 and in the Services Agreement. Escrow Materials shall be utilized by Amexco for its maintenance and support requirements in accordance with the Services Agreement only, and no other purpose whatsoeverAnnex E-2. 4.7 In the event of a release of the Escrow Materials to Amexco pursuant to this Article 4, Depositor shall and does hereby license to Amexco, subject to such condition, the right to use, copy, modify, maintain and update the Deposit Materials in any manner necessary or appropriate to enable Amexco to use the Deposit Materials to perform the Standard Services and any other obligations of Depositor under the Services Agreement. Any such modifications to the Deposit Materials made by Amexco shall be the property of Amexco. The foregoing license is fully paid-up, perpetual and irrevocable; provided, however, the foregoing license shall terminate if all of the following shall be performed by Depositor: (i) Depositor shall remedy the Depositor Default giving rise to the release; (ii) Depositor shall provide Amexco with adequate assurances of Depositor’s ability and commitment not to cause or permit any future Depositor Default;

Release and Return of Escrow Materials. 4.1 Amexco (a) The Escrow Agent shall be entitled to request a release of and obtain hold the Escrow Materials from in its possession at its offices in Richmond, Virginia until directed to deliver such Escrow Materials upon receipt of a written certification delivered pursuant to Section 2.04(b), (c) or (d) below whereupon the Escrow Agent if: shall deliver the appropriate Escrow Documents and Revised Financial Models to the Concessionaire or the Source Code Materials to the applicable Source Code Owner, as appropriate. (b) The Escrow Agent shall: (i) TTG ceases doing business release the 395 Construction Escrow Documents to the Concessionaire upon receipt by the Escrow Agent of a certification from the Concessionaire and its business is not continued by another corporation the Department stating that the 395 Project has achieved 395 Final Completion, final payment has been made to the 395 Design-Build Contractor and the 395 TTMS Contractor, and all claims or entitydisputes arising under or related to the 395 Design-Build Contract and the 395 TTMS Contract have been fully and finally resolved and/or adjudicated; and (ii) TTG becomes insolvent; (iii) TTG makes a general assignment for release the benefit of creditors; (iv) TTG suffers or permits Xxxx Ex Construction Escrow Documents to the appointment Concessionaire upon receipt by the Escrow Agent of a receiver for its business certification from the Concessionaire and the Department stating that the Xxxx Ex Project has achieved Xxxx Ex Final Completion, final payment has been made to the Xxxx Ex Design-Build Contractor and the Xxxx Ex TTMS Contractor, and all claims or assets; disputes arising under or related to the Xxxx Ex Design-Build Contract and the Xxxx Ex TTMS Contract have been fully and finally resolved and/or adjudicated. (vc) TTG avails itself of, or becomes subject to, any proceeding under The Escrow Agent shall release the Federal Bankruptcy Act or any other statute Financing Escrow Documents and Revised Financials Models to the Concessionaire upon receipt by the Escrow Agent of any state or country relating to insolvency or a certification from the protection of rights of creditors; or (vi) fails to meet its maintenance Concessionaire and support obligations the Department stating that the Second ARCA has been terminated in accordance with the provisions of thereof and all claims or disputes arising under or related to the Services Agreement, Second ARCA have been fully and such failure is not fully remedied in accordance with Section 8.2 of the Services Agreement and within ten (10) days of Amexco’s written notice to TTG of its intent to request a release of the Escrow Materials (hereinafter referred to as a “Depositor Default”), then notwithstanding any other rights and remedies to which Amexco may be entitled, Amexco shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in this Agreement. 4.2 Escrow Agent shall deliver the Escrow Materials, or a copy thereof, to Amexco only in the event that: (a) Escrow Agent receives: (i) written notification from Amexco of the occurrence of a Depositor Default; (ii) evidence satisfactory to Escrow Agent that Amexco has previously notified Depositor of such Depositor Default in writing; (iii) a written demand that the Escrow Materials be released and delivered to Amexco; (iv) a written undertaking from Amexco that the Escrow Materials being supplied to Amexco will be used only as permitted under the terms of the Services Agreement; and (v) specific instructions from Amexco for this delivery. (b) Amexco shall, concurrently with its submission of the items in Section 4.1(a) above to Escrow Agent, send by certified mail to Depositor a photostatic copy of all such documents. (c) Within five (5) business days of its receipt of the articles in Section 4.1 (a) above, Escrow Agent shall release and deliver a copy of the Escrow Materials to Amexcofinally resolved and/or adjudicated. (d) Notwithstanding The Escrow Agent shall release the release of Source Code Documentation to the applicable Source Code Owner upon receipt by the Escrow Materials as provided in Section 4.1(c) above, Depositor shall have thirty (30) days Agent of a certification from the date on which Depositor receives Concessionaire and the documents described in Section 4.1(b) above (“Objection Period”) to notify Amexco of its objection (“Objection Notice”) to the release of the Escrow Materials to Amexco and to request Department stating that the issue of Amexco’s entitlement to a copy of the Escrow Materials be submitted to arbitration Second ARCA has terminated in accordance with the following provisions: (i) If Depositor shall send an Objection Notice to Amexco during the Objection Period, the matter shall be submitted to, provisions thereof and settled by arbitration by, a panel of three (3) arbitrators chosen by the New York Regional Office of the American Arbitration Association in accordance with the rules of the American Arbitration Association. The arbitrators shall apply New York law. All three (3) arbitrators shall be reasonably familiar with the computer software industry. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. All costs of the arbitration incurred by Depositor and Amexco, including reasonable attorneys’ fees and costs, shall be paid by the Depositor claims or Amexco as determined by the arbitration. If, however, Amexco refuses to submit to such binding arbitration, the matter shall not be submitted to arbitration and Depositor may submit the matter to any court of competent jurisdiction in an interpleader disputes arising under or similar action. 4.3 Escrow Agent shall be entitled to act in reliance upon any Amexco instructions, instrument, or signature reasonably believed to be genuine and shall assume that any Amexco officer giving any written notice or instruction, which is consistent with this Agreement, has been duly authorized to do so on behalf of Amexco. Similarly, Escrow Agent shall have no duty to inquire as to whether Amexco or Depositor is in compliance with the provisions of the Services Agreement relating related to the release of Escrow Materials Second ARCA have been fully and shall have no liability to Depositor or Amexco for relying on Amexco’ noticefinally resolved and/or adjudicated. 4.4 If the Services Agreement between Amexco and Depositor has expired, been terminated or cancelled and if Amexco has not notified Escrow Agent to release the Escrow Materials hereunder as contemplated under Section 4.1 above, then Escrow Agent may return or destroy the Escrow Materials at the request of Depositor; provided, however, that Escrow Agent shall not return or destroy any such Escrow Materials unless Escrow Agent has received written certification from Amexco that no event or condition has occurred which would permit Amexco to obtain the release and delivery of such Escrow Materials under this Agreement. Notwithstanding the foregoing, if Amexco has not provided said written certification within thirty (30) days from Escrow Agent’s notice of termination, then at Escrow Agent’s option, Escrow Agent may return or destroy the Escrow Materials. 4.5 Each party shall designate an authorized individual as a contact for the purposes set forth hereunder and individuals shall be specified on the attached Exhibit E. 4.6 Any release of Escrow Materials to Amexco shall remain subject to the confidentiality obligations set forth below and in the Services Agreement. Escrow Materials shall be utilized by Amexco for its maintenance and support requirements in accordance with the Services Agreement only, and no other purpose whatsoever. 4.7 In the event of a release of the Escrow Materials to Amexco pursuant to this Article 4, Depositor shall and does hereby license to Amexco, subject to such condition, the right to use, copy, modify, maintain and update the Deposit Materials in any manner necessary or appropriate to enable Amexco to use the Deposit Materials to perform the Standard Services and any other obligations of Depositor under the Services Agreement. Any such modifications to the Deposit Materials made by Amexco shall be the property of Amexco. The foregoing license is fully paid-up, perpetual and irrevocable; provided, however, the foregoing license shall terminate if all of the following shall be performed by Depositor: (i) Depositor shall remedy the Depositor Default giving rise to the release; (ii) Depositor shall provide Amexco with adequate assurances of Depositor’s ability and commitment not to cause or permit any future Depositor Default;