Source Code Escrow Arrangements Sample Clauses

Source Code Escrow Arrangements. Holdings shall (i) update the Deposit Materials in accordance with the Source Code Escrow Agreement and (ii) comply with all obligations under the Source Code Escrow Agreement.
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Source Code Escrow Arrangements. At TAMUS or TIGM's request, Lexicon will make arrangements reasonably satisfactory to TAMUS and TIGM for an escrow of the source code, programmers notes and other materials that TIGM can access and use in the event that Lexicon becomes unable to perform the foregoing obligations.
Source Code Escrow Arrangements. Collateral Agent shall not send a notice exercising any rights under any escrow agreements pursuant to which Pledgor's software or other technology is being held in escrow unless such notice is sent in connection with a foreclosure (including preparation for an intended foreclosure, even if such foreclosure does not ultimately occur) by Collateral Agent on all or part of the Collateral after an Event of Default has occurred and is continuing. After any release from escrow and subject to Collateral Agent's rights under this Agreement, Collateral Agent shall use such software or other technology solely in connection with (i) the preservation of, foreclosure on, or transfer of title in, such software or other technology or in the continuation of Pledgor's business; and (ii) the exercise of the rights granted under SECTION 8(c). In the event Collateral Agent exercises any rights under any escrow agreements pursuant to which Pledgor's software or other technology is being held in escrow while in preparation for an intended foreclosure, Collateral Agent shall redeposit any materials released from escrow within thirty (30) days after the abandonment of any intended foreclosure, and shall not retain any copy of any such materials.
Source Code Escrow Arrangements. Holdings shall comply with Section 5.17 of the First Lien Credit Agreement and the Second Lien Credit Agreement (or the substantially equivalent provision in any successor or amendment to either such agreement)
Source Code Escrow Arrangements. No Person (other than employees and contractors, for the purpose of performing services for Seller in connection with the Business) has possession of, or any current right to possess, any material proprietary source code of Seller or its Affiliates used in connection with the Business.
Source Code Escrow Arrangements. Section 7.11(f) of the Disclosure Schedule lists all agreements pursuant to which the Company has disclosed source code for the Proprietary Software to any Person or deposited source code or similar materials for the Proprietary Software with or for the benefit of any Person.

Related to Source Code Escrow Arrangements

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • 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.

  • Closing Arrangements Subject to the terms and conditions hereof, the transactions contemplated herein shall be closed at the Closing Time at the offices of the Corporation at Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxxxx, 00000 or at such other place or places as may be mutually agreed upon by the Corporation and the Purchaser.

  • Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.

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

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Shared Loss Arrangement 1 2.1 Accounting for and Management of Shared-Loss Assets 1

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

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