Use of Escrowed Materials Upon Release Sample Clauses

Use of Escrowed Materials Upon Release. Except as otherwise provided in this Section (e), upon any release by Escrow Associates to Beneficiary of the Escrowed Materials pursuant to the terms of this Agreement, Beneficiary shall have the right and license to use such Escrowed Materials for the purpose (the "Permitted Use") of making the Escrowed Materials available online to Members and In-State Entities (as defined in the License Agreement); provided, however, that the online availability of the Escrowed Materials is expressly conditioned upon each such Member or In-State Entity having first agreed in writing to such terms and conditions as are usual and customary for the use by end-users. The Permitted Use by Beneficiary, the Association or Xxxxx (the “Beneficiary Parties”) shall in no event constitute a breach of (i) Sections 6(e)(1)(i) or (ii) of the Purchase Agreement; (ii) Section 6(e)(iii) of the Purchase Agreement, provided, however, that such exception hereunder to Section 6(e)(iii) is limited to no more than three (3) of Depositor’s employees who were also employed by it as of the Closing Date; and (iii) Section 6(e)(1)(iv) of the Purchase Agreement, but only if and to the extent that any such inducement or solicitation otherwise covered thereby is directly related to the Permitted Use and for no other purpose whatsoever. Notwithstanding the forgoing, following the release of the Escrowed Materials to Beneficiary in the event of a Consortium Breach or Purchase Agreement Breach, Beneficiary shall have all right, title, and interest in and to the copy of Escrowed Materials released to Beneficiary, including the right and license to use, sell, or otherwise dispose of the Escrowed Materials or copies thereof in any manner it sees fit and no Beneficiary Party shall have any further obligation under Section 6(e)(1) of the Purchase Agreement; provided, however, that such exception hereunder to Section 6(e)(1)(iii) of the Purchase Agreement is limited to only those employees who were employees of Depositor as of the Closing Date.
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