Terms and Conditions of the Source Material Escrow Sample Clauses

Terms and Conditions of the Source Material Escrow. The Parcel shall be held by SourceFile upon the following terms and conditions: (i) Beneficiary's right to possession of the Source Code is subject to Beneficiary's execution of a registration document with SourceFile and payment to Sagent of an annual fee for Beneficiary's participation in such escrow account. Such registration document shall provide Beneficiary access to the Source Code, the right to use and modify the Source Code solely to maintain and support Beneficiary's current and future customers of the Licensed Material and the right to produce object code copies of the modified Licensed Material as part of Beneficiary's applications for use in accordance with the terms of the Agreement, subject to the following conditions: (a) Beneficiary is in compliance with the terms of the Agreement; (
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Terms and Conditions of the Source Material Escrow. The Parcel shall be held by SourceFile upon the following terms and conditions:
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Terms and Conditions of the Source Material Escrow. The Parcel shall be held by Escrow Agent upon the following terms and conditions: (a) In the event that Escrow Agent is notified by Beneficiary that any one or more of the events described in Section 3.9 of the Amended Agreement has occurred and is continuing (regardless of whether or not the Amended Agreement is in effect by its own terms) and that Beneficiary has given Depositor written notice of such event (the "Release Condition"), Escrow Agent shall immediately notify Depositor of its receipt of the Beneficiary's notice and shall provide a copy of such notice to Depositor promptly thereafter. (b) If Escrow Agent does not receive Contrary Instructions from Depositor, as defined below, within thirty (30) days of the giving of such notice to Depositor, Escrow Agent shall deliver a copy of the Source Material to the Beneficiary demanding delivery within sixty (60) days after the date of the Beneficiary's original notice to Escrow Agent. "Contrary Instructions" for the purposes of this Section 3 shall mean the filing of a notice with Escrow Agent by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured.
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Terms and Conditions of the Source Material Escrow. The Parcel shall be held by SourceFile upon the following terms and conditions: (i) In the event that (1) SourceFile is notified by A Beneficiary that Depositor is unwilling or unable to support or maintain the Software in breach of its License Agreement with Beneficiary and that the Beneficiary has given Depositor written notice of such breach (the "Release Condition") and (2) Beneficiary has paid to SourceFile all fees and charges then due and owing, SourceFile shall follow the following procedures set forth in this Section 4, parts (ii), (iii) and (iv). (ii) SourceFile shall promptly notify Depositor of the occurrence of the Release Condition and shall provide to Depositor a copy of Beneficiary's notice to SourceFile. (iii) If SourceFile does not receive Contrary Instructions, as defined below, from Depositor within thirty (30) days following SourceFile's delivery of a copy of such notice to Depositor, SourceFile shall deliver a copy of the Source Material to that Beneficiary. "Contrary Instructions" for the purposes of this sub-section 3 shall mean the filing of written notice with SourceFile by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured.
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Terms and Conditions of the Source Material Escrow. The Parcel shall be held by Escrow Agent upon the following terms and conditions: (a) In the event that Escrow Agent is notified by Beneficiary that any one or more of the events described in Section 3.9 of the Amended Agreement has occurred and is continuing and that Beneficiary has given Depositor written notice of such event (the "Release Condition"), Escrow Agent shall immediately notify Depositor of its receipt of the Beneficiary's notice and shall provide a copy of such notice to Depositor promptly thereafter. (b) If Escrow Agent does not receive Contrary Instructions from Depositor, as defined below, within thirty (30) days of the giving of such notice to Depositor, Escrow Agent shall deliver a copy of the Source Material to the Beneficiary demanding delivery within sixty (60) days after the date of the Beneficiary's original notice to Escrow Agent. "Contrary Instructions" for the purposes of this Section 3 shall mean the filing of a notice with Escrow Agent by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured.
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Terms and Conditions of the Source Material Escrow. The Parcel -------------------------------------------------- shall be held by SourceFile upon the following terms and conditions: (i) In the event that Davox fails to fulfill in any material respect, any of its warranty obligations as set forth in the Equipment Purchase and Software Licensing Agreement by and between Depositor and Beneficiary or fails to perform or is incapable of performing its maintenance obligations under the parties Maintenance Agreement, between the parties if in effect between Depositor and Beneficiary with respect to Software and such failure continues for thirty (30) days after written notice thereof from Beneficiary to Depositor or Depositor goes out of business or ceases to do business in the normal course as a going concern, and is unable to meet its obligations hereunder, Beneficiary shall be entitled to gain access to the Escrowed Materials for the purposes and subject to terms set forth herein. In the event that Depositor has ceased as a going concern and a Bankruptcy Trustee or other legal representative has been appointed to wind up the Depositor's business affairs, and Depositor is unable to meet its obligations hereunder, said Trustee or legal representative shall have the right to authorize the disbursement and licensing of the Escrowed Materials to Beneficiary under the terms herein and previously agreed to in the Parties Equipment Purchase and Software Licensing Agreement.. (ii) SourceFile shall promptly notify Depositor of the occurrence of the Release Condition and shall provide to Depositor a copy of Beneficiary's notice to SourceFile. Said notice shall conform to the Notice requirements of Section 14 herein. (iii) If SourceFile does not receive Contrary Instructions, as defined below, from Depositor within thirty (30) days following SourceFile's delivery of a copy of such notice to Depositor, SourceFile shall deliver a copy of the Source Material to Beneficiary. "Contrary Instructions" for the purposes of this Section (iii) shall mean the filing of written notice with SourceFile by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured.
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Terms and Conditions of the Source Material Escrow. The Parcel shall be held by SourceFile upon the following terms and conditions: (i) In the event that SourceFile is notified by Beneficiary that Depositor is unwilling or unable to support or maintain the Software, in breach of the License Agreement with Beneficiary and that Beneficiary has given Depositor written notice of such breach (the "Release Condition"), SourceFile shall immediately notify Depositor of its receipt of the Beneficiary's notice and shall provide a copy of such notice to Depositor promptly thereafter. (ii) If SourceFile does not receive Contrary Instructions from Depositor, as defined below, within thirty (30) days of the giving of such notice to Depositor, SourceFile shall deliver a copy of the Source Material to the Beneficiary demanding delivery within sixty (60) days after the date of the Beneficiary's original notice to SourceFile. "Contrary Instructions" for the purposes of this Section 4 shall mean the filing of a notice with SourceFile by Depositor, with a copy to the Beneficiary demanding delivery, stating that the Release Condition has not occurred or has been cured.
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Terms and Conditions of the Source Material Escrow. The Source Material shall be held by SourceFile (in the FileSafe underground vault, specifically designed for magnetic media storage), upon the following terms and conditions: (i) In the event that (1) SourceFile is notified by Beneficiary that Depositor, pursuant to a sale, merger, reorganization, license or other transaction, either has or will imminently assign, transfer or delegate its business or the ability to make or sell the chip set to a third party that is a direct competitor of Beneficiary, that Beneficiary has given Depositor written notice of such event, or received written notice of such event from Depositor (hereinafter, a "Release Condition"), and (
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Related to Terms and Conditions of the Source Material Escrow

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  • General Terms and Conditions of the Notes Section 201.

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • TERMS AND CONDITIONS OF SERVICE 3.1. Based on the received Letter of Application with a manuscript of a scientific and/or other text from the author (the Customer), the Contractor accepts the texts intended for publication in a printed mass media for editing on a paid basis. 3.2. The author (the Customer) who applies to the editorial office for the purpose of editing its scientific and/or other texts shall be obliged as follows: • Transfer its manuscript to the editorial board by sending the same to the official email address of the editorial board. • Based on the confirmation of a positive review and the invoice sent by the editorial board for payment for editing, prepress, electronic layout, publication on the journal's website, and archiving scientific and/or other texts, pay the cost of services within three (3) calendar days from the date of receipt of the invoice for payment for services. • At the request of the editorial board, provide information and perform any actions necessary and sufficient from the standpoint of the editorial board to perform the order. 3.3. The editorial board undertakes to render the services within 3 (three) months from the date of acceptance of the terms and conditions hereof and the Customer's payment for services hereunder. In exceptional cases, the term of performance of the terms and conditions hereof may be agreed with the author (the Customer) individually. 3.4. Services shall be considered rendered, and the terms and conditions hereof shall be considered performed at the time of the editor-in-chief's approval of the layout-original issue wherein the scientific and/or other text of the Customer is subject to publication.

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

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  • Description of Goods or Services and Additional Terms and Conditions The Contractor shall perform as set forth in Exhibit A. For purposes of this Contract, to perform and the performance in Exhibit A is referred to as “Perform” and the “Performance.”

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