Escrow Materials definition
Escrow Materials has the meaning set forth in Section 9.5.2.
Escrow Materials means (i) the PS Source Code for PS Licensed Products other than PS OS Software, to the extent that such PS Source Code is not otherwise provided to Licensee hereunder, and (ii) Related Build Materials for such PS Licensed Products to the extent that such Related Build Materials are not otherwise provided to Licensee hereunder; provided, however, that ”Escrow Materials” shall not include any PS Source Code or Related Build Materials for PS OS Software and shall not include any PS Source Code or Related Build Materials that are owned by a third party or otherwise subject to restrictions beyond those set forth in this Agreement.
Escrow Materials shall have the meaning set forth in the Escrow Agreement.
Examples of Escrow Materials in a sentence
Any fees associated with the deposit of Escrow Materials with the independent escrow agent shall be paid by the Contractor.
Licensee shall be obligated to maintain the confidentiality of the released Escrow Materials as Confidential Information of PalmSource in accordance with the terms of this Agreement.
The Parties acknowledge and agree that each of the Parties (other than Newco) have delivered to each other as of the Closing Date current or contingent possession of, or access to, current and future Escrow Materials (as defined in the Credit Agreements) pursuant to that certain Three-Party Master Depositor Escrow Service Agreement, dated April 30, 2013, by and between each of the Parties and Iron Mountain Intellectual Property Management, Inc.
On all such copies, Escrow Agent shall reproduce any proprietary rights and/or confidentiality notices which were on the Escrow Materials at the time of their deposit with Escrow Agent.
Licensee shall bear the cost and expense charged by the Escrow Agent to establish and maintain the escrow account for the Escrow Materials as agreed upon in the Escrow Agreement.
More Definitions of Escrow Materials
Escrow Materials means the source code and/or object code of any software Deliverable specified in the ‘General information’ details above and all other relevant software, documentation, information, drawings and plans necessary to enable a competent person skilled in the use of the relevant Deliverable (and any necessary development tools used to create the Deliverable) to keep the Deliverables in good order and repair.
Escrow Materials means:
(i) with respect to Software, the Source Materials for that Software;
(ii) with respect to Embedded Software, the Source Materials for that Embedded Software; and
(iii) with respect to any Infrastructure, the Source Materials for that Infrastructure .
Escrow Materials means copies of (i) all software source code and all documentation and training manuals relating thereto and (ii) all other tangible or written embodiments of material technology, websites and databases (but excluding any print directories or other publicly distributed print materials), in each case to the extent (1) owned by (or licensed by, if such license grants the licensee (x) possession of same and the right to allow the foregoing entities (and any escrow agent, as applicable) to access same and (y) the right to sublicense such right of possession and access without (I) the licensor’s consent, unless consent can be obtained with no additional fees or other consideration (unless the sublicensee fully reimburses the sublicensor for such additional fees or other consideration) or additional obligations upon sublicensor or any loss of rights of sublicensor, (II) loss of any rights of sublicensor, (III) additional obligations upon sublicensor or (IV) any additional fees or consideration (unless the sublicensee fully reimburses the sublicensor for such fees or other consideration required to obtain such right of possession and access) and (2) used by the Borrower, Dex East, Dex West, RHDI, the Service Company, any other Shared Collateral Loan Parties or any of their respective Subsidiaries (other than (A) SuperMedia UK Ltd. and (B) the License Subsidiaries), as applicable, as of the Closing Date in their respective businesses, or as are added to such definition pursuant to Section 5.15. “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate.
Escrow Materials means the materials listed on Schedule C.
Escrow Materials means the software code and programming Materials specified in Item 38 of the Order Form or otherwise specified as constituting "Escrow Materials" in Schedule 7. Existing Materials means any Materials in which Intellectual Property Rights subsist (which, in the case of the Supplier, are incorporated into a Deliverable or Service or to which the Customer otherwise requires a licence in order to enjoy the benefit of this Agreement or any obligations performed for the Customer under it):
Escrow Materials means [***].
Escrow Materials means the New Core Software, including but not limited to: the Source Code for the New Core Software; all code (and any third-party code) necessary to compile and operate the foregoing; all documentation as would be useful or necessary to enable a reasonably skilled programmer to maintain the software; descriptions of all compilers, assemblers, other computer programs, related documentation and other materials that are necessary or useful to use, maintain, modify and prepare derivative works from such source code; all information, documentation and materials relating to the installation of the New Core Software and its integration with or into end users’ computer systems; and the instructions and/or Source Code for all modifications or customizations done for end users, whether on the end users’ computer systems or on computers systems hosted for end users.