Escrowed Materials Clause Samples

The "Escrowed Materials" clause defines the requirement for certain materials, such as source code, technical documentation, or other proprietary assets, to be deposited with a neutral third-party escrow agent. Typically, this clause specifies what materials must be placed in escrow, under what conditions the materials may be released to the beneficiary (such as the licensee), and the procedures for updating or verifying the contents. Its core practical function is to protect the interests of the beneficiary by ensuring access to critical materials if the provider fails to meet contractual obligations, thereby mitigating risks related to business continuity and dependency on the provider.
Escrowed Materials. No later than 60 days after the Effective Date, and within 30 days after release of each Update, Orbitz will deliver to Fort ▇▇▇▇ Escrow Services, as escrow agent, the following: (a) a copy of the current, fully commented version of the source code of the latest release of the Orbitz Software that Orbitz owns, (b) the available Documentation related thereto, and (c) reproducible binary masters of the latest release of the Orbitz Software (collectively, "Escrowed Material"). A copy of the Escrow Agreement between Orbitz and Fort ▇▇▇▇ Escrow Services related to the Escrowed Materials will be attached hereto as Exhibit H upon execution.
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Escrowed Materials. For each Licensed Work, Supplier agrees to place in escrow in accordance with the terms and conditions of a separate Source Code Custodial Agreement ("SCCA"), the following materials: (i) two (2) copies of the Licensed Work in machine-readable format, including both Source Code and Object Code; (ii) one (1) complete set of the Documentation related to the Licensed Work in both hard copy and machine-readable form; (iii) one (1) copy of a comprehensive list of all items in the development environment indicating those items which are commercially available on reasonable terms through readily known sources; (iv) one (1) set of the development environment except those items identified pursuant to (iii) above as being commercially available on reasonable terms through readily known sources; (v) one (1) copy of a comprehensive list of all Source Code modules of the Licensed Work.
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Escrowed Materials. No later than sixty (60) days after the Launch Date, and within thirty (30) days after release of each Update, Orbitz will deliver to DSI, as escrow agent, the following: (a) a copy of the current, fully commented version of the source code of the latest release of the Orbitz Software that Orbitz owns, (b) the available Documentation related thereto, and (c) reproducible binary masters of the latest release of the Orbitz Software (collectively, "Escrowed Material"). A copy of the ------------------------- *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Escrow Agreement between Orbitz and DSI related to the Escrowed Materials will be attached hereto as Exhibit H upon execution.
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Escrowed Materials. By September 1, 2016, Amyris shall deposit with SciSafe Inc. (the “Escrow Agent”), pursuant to the Escrow Agreement, (1) the Production Strain presently used by Amyris to commercially produce BioFene and (2) the process, including the applicable standard operating procedures (“SOPs”), presently used by Amyris to commercially produce BioFene with such escrowed Production Strain (collectively (1) and (2), as annually updated per the next paragraph, the “Escrowed Materials”). Amyris shall, on or about every June 30, update the Escrowed Materials by replacing the escrowed Production Strain with the Production Strain then being used by Amyris to commercially produce BioFene and replacing the escrowed BioFene production process information with the process, including the applicable SOPs, then used by Amyris to commercially produce BioFene with the newly escrowed Production Strain. Amyris’s obligations to update the Escrowed Materials shall terminate upon the earlier of (i) the date the Escrowed Materials are released to Novvi LLC per the procedures in the Escrow Agreement and (ii) thirty (30) days after the date on which Amyris concludes its BioFene strain development program.
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Escrowed Materials. Within thirty (30) days of Acceptance of Licensed Material, EOL will place in escrow with an independent and qualified escrow agent acceptable to PRN and EOL and at PRN’s cost and expense but contracted by EOL: (i) one (1) copy of the Licensed Material in machine readable format including Source Code; and (ii) one (1) copy of a comprehensive list of all Source Code modules of the Licensed Material. Thereafter, and for so long as this Agreement is in effect, EOL will, within thirty (30) days of release, deposit all Source Code related for Updates to and Upgrades of the Licensed Materials with the escrow agent to ensure that the escrowed Source Code remains current with the latest version and revision of the Licensed Materials generally issued by EOL.
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Escrowed Materials. (a) On the date of this Agreement, Parent has wire transferred to the Escrow Agent, $14,589,195, which is thirty percent (30%) of the Cash Portion of the Preliminary Purchase Price (the "Escrow Funds"). Within ten (10) business days of the execution and delivery of this Escrow Agreement, Parent will deliver to the Escrow Agent a stock certificate or certificates registered in the name of the Representative, representing 654,224 shares of Parent Common Stock, which is thirty percent (30%) of the Stock Portion of the Preliminary Purchase Price (the "Escrow Shares"), together with ten blank form stock powers signed by the Representative. (b) Parent and the Representative will jointly inform the Escrow Agent of the exact amount of the Final Purchase Price promptly after it has been determined. Following the determination of the Final Purchase Price, the Escrow Funds and Escrow Shares shall be increased by a contribution from the Parent, or decreased by a distribution to the Shareholders or Parent, as the case may be, so that (i) the Escrow Funds and the Escrow Shares represent ten percent (10%) of the Cash Portion and ten percent (10%) of the Stock Portion, respectively, of the Final Purchase Price, (ii) the Shareholders will have received the remaining ninety percent (90%) of the Final Purchase Price, and (iii) interest on the difference between the Cash Portion of the Preliminary Purchase Price and the Cash Portion of the Final Purchase Price, calculated from the date of this Agreement to payment of the Final Purchase Price at 5.5% per annum, will have been paid to Parent or Shareholders as appropriate. Any disbursements from the Escrow Account will be made pursuant to joint written instructions from Parent and the Representative to the Escrow Agent. (Any such written instructions signed by Parent and the Representative are referred to here as "Joint Written Directions.") (c) As used herein, the term "Escrowed Materials" means (a) the Escrow Funds, and all interest earned thereon, (b) the Escrow Shares being delivered to the Escrow Agent as described in Section 1(a) hereof, and (c) all securities and other property received and held in escrow by the Escrow Agent hereunder in accordance with the terms hereof. The Escrow Agent shall hold the Escrowed Materials in escrow upon the terms and subject to the conditions of this Escrow Agreement. The Escrowed Materials shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or ...
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Escrowed Materials. No later than sixty (60) days after the Launch Date, and within thirty (30) days after release of each Update, Orbitz will deliver to DSI, as escrow agent, the following: (a) a copy of the current, fully commented version of the source code of the latest release of the Orbitz Software that Orbitz owns, (b) the available Documentation related thereto, and (c) reproducible binary ---------- *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. masters of the latest release of the Orbitz Software (collectively, "Escrowed Material"). A copy of the Escrow Agreement between Orbitz and DSI related to the Escrowed Materials will be attached hereto as Exhibit H upon execution.
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Escrowed Materials 
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Related to Escrowed Materials

  • Stored Materials Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.

  • Time and Materials If this contract is designated as a Time and Materials contract, invoicing and payment shall be as follows: (a) Consultant shall submit invoices, not more often than once a month during the term of this agreement, based on the cost for work performed in accordance with the Rate Schedule in the Scope of Work and authorized reimbursable expenses incurred prior to the invoice date. Invoices shall contain the following information: (i) Serial identifications of bills, i.e., ▇▇▇▇ No. 1; (ii) The beginning and ending dates of the billing period; (iii) A summary containing the total contract amount, the amount of prior ▇▇▇▇▇▇▇▇, the total due this period, percentage of work completed, the remaining balance available for all remaining billing periods, and a brief description of work completed during the billing period. (b) City shall make monthly payments, based on such invoices, for satisfactory progress in completion of the Scope of Work, and for authorized reimbursable expenses incurred.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Instructional Materials A. The Board recognizes that appropriate texts, library reference facilities, maps and globes, laboratory equipment, audio-visual equipment, art supplies, athletic equipment, current periodicals, standard tests and questionnaires, computers, and similar materials are the tools of the teaching profession. B. Efforts shall be continued to seek and use instructional materials which reflect the contribution and presence of diverse ethnic and cultural groups. C. 1. Selection of instructional materials for each school shall be made by a committee of teachers chosen by the faculty within that school.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.