AVAILABILITY OF DEPOSITED MATERIALS TO SBC Sample Clauses

AVAILABILITY OF DEPOSITED MATERIALS TO SBC. The escrow agent shall release, upon actual receipt of written notice from SBC and/or HWM, the Deposited Code and Documentation to SBC if any of the following conditions occurs subject to the resolution of any objections to the delivery thereof served by HWM as specified below herein: (1) an assignment by HWM for the benefit of creditors; (2) the filing of a petition in bankruptcy by HWM; (3) the filing of creditors of HWM of a petition in bankruptcy against HWM which is not stayed or dismissed within ninety (90) days; (4) the appointment of a receiver over the assets of HWM; (5) the parties reasonable disagreement with respect to the charges to be paid by SBC to HWM under this Agreement (6) HWM's material breach of this Agreement; and/or (7) HWM's decision to cease conducting the business which is the subject of this Agreement. The escrow agent shall serve HWM with fifteen (15) days prior written notice before delivering the Deposited Code and/or Documentation to SBC so that HWM may have a reasonable opportunity to serve upon the escrow agent its written objections to delivery thereof to SBC. In the event that a dispute arises as to whether any of the foregoing conditions has been met, the escrow agent shall immediately appoint a mutually acceptable neutral third party arbitrator, with expertise in intellectual property and contract law, who will, no later than three (3) weeks after the initial demand of SBC for the release of the Deposited Code and Documentation, direct the escrow agent to hold or release the applicable portion of the Code and/or documentation according to the arbitrator's sole interpretation of this Agreement, the Source Code Escrow Agreement, and any exhibits thereto.
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