Release from Escrow. 2.1 ESCROW AGENT shall seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and which states that one of the following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if: 2.1.1 LICENSOR has made an assignment for the benefit of creditors; or 2.1.2 LICENSOR institutes or becomes subject to a liquidation or bankruptcy proceeding of any kind; or 2.1.3 A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or 2.1.4 LICENSOR terminates its maintenance and support services for LICENSEE for the Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to its ceasing to conduct business generally or otherwise; or 2.1.5 LICENSOR fails to make timely payments of fees and other costs required under this Agreement. 2.2 LICENSEE shall send a copy of the affidavit to LICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Upon its receipt of the affidavit as provided above in Section 2.1, ESCROW AGENT shall immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requested. 2.3 Upon receipt of such notices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above. 2.4 If LICENSOR does not give notice to ESCROW AGENT within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract and solely for support and maintenance for the Software within the provisions of the System Contract. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agreement. 2.5 If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either: 2.5.1 Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or 2.5.2 Submit the dispute to the dispute resolution process below for resolution in accordance with the terms of this Agreement. 2.6 In the event of litigation, ESCROW AGENT shall dispose of the Source Materials as directed by the court of competent jurisdiction’s finding given in writing to all parties. 2.7 Each party shall bear its own costs incurred in any litigation as set forth in Section 2.5 above
Appears in 2 contracts
Sources: Implementation Contract, Contract for Services
Release from Escrow. 2.1 ESCROW AGENT shall shall, within seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and which states that one of the following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if:
2.1.1 LICENSOR has made an assignment for the benefit of creditors; or
2.1.2 LICENSOR institutes or becomes subject to a liquidation or bankruptcy proceeding of any kind; or
2.1.3 A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; orof
2.1.4 LICENSOR terminates its operations and/or maintenance and support services for LICENSEE for the Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to its ceasing to conduct business generally or otherwise; orservices
2.1.5 LICENSOR fails to make timely payments Another event described in Section 17.7 of fees and other costs required under this Agreementthe Main Agreement occurs.
2.2 LICENSEE shall send a copy of the affidavit to LICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Upon its receipt of the affidavit as provided above in Section 2.1, ESCROW AGENT shall immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requestedcommercial express mail.
2.3 Upon receipt of such notices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 calendar days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above.
2.4 If LICENSOR does not give notice to ESCROW AGENT within the 30 calendar days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract Main Agreement and solely for support and maintenance for the Software within the provisions of the System ContractMain Agreement. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agreement.
2.5 If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either:
2.5.1 Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or
2.5.2 Submit the dispute to the dispute resolution process below litigation for resolution in accordance with the terms of this Agreement.of
2.6 In the event of litigation, ESCROW AGENT shall dispose of the Source Materials as directed by the court of competent jurisdiction’s finding given in writing to all parties.
2.7 Each party shall bear its own costs incurred in any litigation as set forth in Section 2.5 above
Appears in 2 contracts
Sources: Administration of the Small Business Health Options Program (Shop), Administration Agreement
Release from Escrow. 2.1 2.1. ESCROW AGENT shall seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and which states that one of the following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if:
2.1.1 LICENSOR has made an assignment for the benefit of creditors; or
2.1.2 LICENSOR institutes or becomes subject to a liquidation or bankruptcy proceeding of any kind; or
2.1.3 A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or
2.1.4 LICENSOR terminates its maintenance and support services for LICENSEE for the Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to its ceasing to conduct business generally or otherwise; or
2.1.5 LICENSOR is acquired by or merges with another party, or there is otherwise a change in control (i.e., the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise) of Contractor to another party, including without limitation by asset or stock sale, merger, transfer of ownership, divestiture, spin-out, spin-off, or any other way; or
2.1.6 LICENSOR fails to make timely payments of fees and other costs required under this Agreement.
2.2 2.2. LICENSEE shall send a copy of the affidavit to LICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Upon its receipt of the affidavit as provided above in Section 2.1, ESCROW AGENT shall immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requested.
2.3 2.3. Upon receipt of such notices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above.
2.4 2.4. If LICENSOR does not give notice to ESCROW AGENT within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract and solely for support and maintenance for the Software within the provisions of the System ContractSystem
2.5. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agreement.
2.5 If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either:
2.5.1 Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or
2.5.2 Submit the dispute to the dispute resolution process below for resolution in accordance with the terms of this Agreement.
2.6 2.6. In the event of litigation, ESCROW AGENT shall dispose of the Source Materials as directed by the court of competent jurisdiction’s finding given in writing to all parties.
2.7 2.7. Each party shall bear its own costs incurred in any litigation as set forth in Section 2.5 2.6 above.
Appears in 1 contract
Sources: Escrow Agreement
Release from Escrow. 2.1 ESCROW AGENT shall shall, within seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and which states that one of the following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if:
2.1.1 LICENSOR has made an assignment for the benefit of creditors; or
2.1.2 LICENSOR institutes or becomes subject to a liquidation or bankruptcy proceeding of any kind; or
2.1.3 A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or
2.1.4 LICENSOR terminates its maintenance and support services for LICENSEE for the Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to its ceasing to conduct business generally or otherwise; or
2.1.5 LICENSOR fails to make timely payments of fees and other costs required under this Agreement.
2.2 LICENSEE shall send a copy of the affidavit to LICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Upon its receipt of the affidavit as provided above in Section 2.1, ESCROW AGENT shall immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requestedcommercial express mail.
2.3 Upon receipt of such notices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 calendar days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above.
2.4 If LICENSOR does not give notice to ESCROW AGENT within the 30 calendar days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract Main Agreement and solely for support and maintenance for the Software within the provisions of the System ContractMain Agreement. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agreement.
2.5 If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either:
2.5.1 Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or
2.5.2 Submit the dispute to the dispute resolution process below litigation for resolution in accordance with the terms of this Agreement.of
2.6 In the event of litigation, ESCROW AGENT shall dispose of the Source Materials as directed by the court of competent jurisdiction’s finding given in writing to all parties.
2.7 Each party shall bear its own costs incurred in any litigation as set forth in Section 2.5 above
Appears in 1 contract
Sources: Model Contract