Software Escrow Account Sample Clauses

Software Escrow Account. 4.5.1 Subject to clause 4.5.2 below, The Private Partner shall put a copy of the software source code and associated materials ("the Material") for secure storage within escrow account prior to the Commencement Date. The deposited Material shall remain the confidential and intellectual property of the Private Partner or its licensors. The Material shall contain all information in human readable form necessary to enable a reasonably skilled programmer or analyst to maintain and, in case of non-standard (non-licensed) software build for Project purposes, enhance the software, and without prejudice to the generality of the foregoing, that the source code and related documentation shall contain all listings of programmers' comments, data and process models, logic manuals, and flowchart. It should also include configuration, installation, and operation guides (files), dependencies and testing scripts per type of software. 4.5.2 However, The Private Partner may deposit sensitive Materials, including cryptographic and biometrics components, embedded software (identity card OS & Applet), core biometrics engine and proprietary software components, within escrow account in their executable form only (compiled for the specific platform used in the production environment). 4.5.3 Materials subject to security certifications may not be deposited into an escrow account. 4.5.4 Third-party utilities (COTS), including but not limited to Microsoft and Oracle, shall be listed along with their respective versions to clearly specify the licenses or utilities that must be procured by the Public Partner in the event the software in the escrow account is released according to clause 4.5.5 below. Such third-party utilities shall not be part of the Materials to be put in the escrow account. 4.5.5 The Private Partner acknowledges that the Public Partner exclusively for continuity of the Services and Operations may require access to the Material, if: 4.5.5.1 the Private Partner ceases its business for more than twenty two (22) Business Days without assigning its rights and obligations under the escrow agreement to a third party (excluding the cessation of business for any excusable reasons under this Agreement or Applicable Law, including Force Majeure or Political Force Majeure); or 4.5.5.2 the liquidation procedure in relation to the Private Partner, judicial bankruptcy proceedings or any other proceedings related to insolvency of the Private Partner is initiated; or 4.5.5.3 the Pri...
Sample 1
Software Escrow Account. NPS and Danka agree to execute a Source Code Escrow Trust Agreement and NPS agrees to deposit The Product(s) source code and all upgrades, improvements, revisions, enhancements or updates, which relate to the original source code deposit, with a Software Escrow Agent of Danka's choosing, hereafter referred to as the "Trustee", in an escrow account for duration of the Initial and Subsequent terms of this Agreement. Once Danka has nominated a Trustee and the pricing of managing the trustee has been discussed between NPS and Danka , Danka and NPS will agree to pay fifty per cent each of the total costs incurred. "Source Code" means not only the source code as originally deposited, but all revisions, updates, or improvements which relate to the original deposit. The Source Code delivered to the Trustee shall be in a form suitable for reproduction by computer and/or photocopy equipment, and consists of a full source language statement of the program or programs comprising The Product(s) and complete Product(s) maintenance documentation, including all flow charts, schematics and annotations which comprise the pre-coding detailed design specifications and all other materials necessary to allow a reasonably skilled third-party programmer to maintain or enhance The Product(s) without the help of any other person or reference to any other material. It is agreed that only a copy of the Source Code need be deposited with the Trustee and that this Section relates only to such copy in the possession of the Trustee. Nothing in this Section shall be interpreted to deprive NPS of any right, title, or interest in the Source Code. Similarly, however, this Section will be construed to effectuate its major purpose which is to allow Danka continued benefit of The Product(s) software in the event NPS fails or is unable to perform its obligations as stated herein. In the event of a NPS default, Danka will provide written notice to the Trustee of such default. Such notice will identify the nature of the default, the parties and the Source Code with reasonable specificity, and shall demand the delivery of a complete copy of the Source Code to the Danka within five (5) days of such written notice of default. The following will be considered events of default:: 1) NPS is unable to correct any malfunction, defect or nonconformity in The Product(s) preventing The Product(s) from functioning in accordance with the warranties and such failure continues for a period of fifteen (15) calend...
Sample 1
Software Escrow Account. 4.5.1 Subject to clause 4.5.2 below, The Private Partner shall put a copy of the software source code which is required for operation and maintenance of the assets and conduct of services and other operations with respect to Identity Documents and associated materials ("the Material") for secure storage within escrow account prior to the Commencement Date. The deposited Material shall remain the confidential and intellectual property of the Private Partner or its licensors. The Material shall contain all information in human readable form necessary to enable a reasonably skilled programmer or analyst to maintain and, in case of non-standard (non-licensed) software build for Project purposes, enhance the software, and without prejudice to the generality of the foregoing, that the source code and related documentation shall contain all listings of programmers' comments, data and process models, logic manuals, and flowchart. It should also include configuration, installation, and operation guides (files), dependencies and testing scripts per type of software. 4.5.2 However, The Private Partner may deposit sensitive Materials, including cryptographic and biometrics components, embedded software (identity card OS & Applet), core biometrics engine and proprietary software components, within escrow account in their executable form only (compiled for the specific platform used in the production environment). 4.5.3 Materials subject to security certifications may not be deposited into an escrow account. 4.5.4 Third-party utilities (COTS), including but not limited to Microsoft and Oracle, shall be listed along with their respective versions to clearly specify the licenses or utilities that must be procured by the Public Partner in the event the software in the escrow account is released according to clause 4.5.5 below. Such third-party utilities shall not be part of the Materials to be put in the escrow account. . 4.5.5 The Private Partner acknowledges that the Public Partner exclusively for continuity of the Services and Operations may require access to the Material, if: 4.5.5.1 the Private Partner ceases its business for more than twenty two (22) Business Days without assigning its rights and obligations under the escrow agreement to a third party (excluding the cessation of business for any excusable reasons under this Agreement or Applicable Law, including Force Majeure or Political Force Majeure); or 4.5.5.2 the liquidation procedure in relation to the Private...
Sample 1
Software Escrow Account. Concurrent with the installation of the System at the City, the Contractor shall have deposited or shall deposit with an escrow agent (the "Escrow Agent") copies of all software under the control of the Contractor, and its documentation, provided there under in source language form. So long as City is under the Contractor’s warranty or maintenance service, the City may elect to be added as a beneficiary of the escrow account by payment of the then-current charge for that service. The escrow shall be released to beneficiaries under the following Release Conditions. “Release Conditions” shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: Entry of an order for relief under Title 11 of the United States Code; The making by Depositor of a general assignment for the benefit of creditors; The appointment of a general receiver or trustee in bankruptcy of Depositor’s business or property; or Action by Depositor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation.
Sample 1
Software Escrow Account deCODE and ABG will establish and maintain a software escrow account with DSI Technology Escrow Services containing the source code for all Collaboration Products (the "Software Escrow Account"). The terms of the Software Escrow Account, including terms relating to ABG's access to the Software Escrow Account and audit rights, will be as set forth in the Preferred Software Escrow Agreement set forth as Exhibit B of this Agreement. The Software Escrow Account will be established not later then 90 days following the Effective Date. All fees related to the establishment and maintenance of the Software Escrow Account will be shared equally, on a 50/50 basis by the Parties
Sample 1
Software Escrow Account. Supplier agrees to keep and maintain current a copy of the Software source code in escrow with a mutually acceptable escrow agent. The escrow account shall be for the sole benefit of all Buyers hereunder and the contents of the account shall be obtainable as specified in Appendix F of this Agreement.
Sample 1

Related to Software Escrow Account

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

  • Escrow Account 27.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the "Escrow Bank") in accordance with this Agreement read with the Escrow Agreement. 27.1.2 The nature and scope of the Escrow Account shall be fully described in the agreement (the "Escrow Agreement") to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders' Representative, which shall be substantially in the form set forth in Schedule-S.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser. The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and (iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements. The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

  • Deposits into Escrow Account (a) Issuer Party shall direct Subscribers to, and Subscribers shall, directly deliver to NCPS all Cash Investment Instruments for deposit in the Escrow Account. Each such direction shall be accompanied by a Subscription Accounting. ALL FUNDS DEPOSITED INTO THE ESCROW ACCOUNT PURSUANT TO THIS SECTION 3 SHALL REMAIN THE PROPERTY OF EACH SUBSCRIBER ACCORDING TO SUCH SUBSCRIBER’S INTEREST AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER PARTY UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a). ISSUER PARTY SHALL NOT RECEIVE CASH INVESTMENT INSTRUMENTS DIRECTLY FROM SUBSCRIBERS. (b) Issuer Party understands and agrees that all Cash Investment Instruments received by NCPS pursuant to this Agreement are subject to collection requirements of presentment, clearing and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. NCPS shall process each Cash Investment Instrument for collection promptly upon receipt, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Issuer Party of such dishonor and, if applicable, to promptly return such Cash Investment Instrument to Subscriber. Notwithstanding, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer Party shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof, including, without limitation, any fees or expenses with respect thereto, which NCPS may collect from Issuer Party pursuant to Section 10. (c) Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS’s sole obligation shall be to notify Issuer Party, depending upon the source of the of the Cash Investment Instrument, of such fact and to pay to Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument upon receipt from Subscriber of any required payment instructions; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not properly made payable or endorsed as set forth in Section 1(d). (e) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such return to Subscriber as outlined in this Section 3, including, without limitation, updated payment information in the event a return to Subscriber for any reason cannot be made by the same method as received by NCPS. (f) In the event any party other than NCPS receives a Cash Investment Instrument, Issuer Party agrees to promptly, and in no event later than one Business Day after receipt, deliver or cause to be delivered such Cash Investment Instrument to NCPS for deposit into the Escrow Account.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all Escrow Amounts for collection through the banking system, shall hold such funds, and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified Subscription Agreement and/or offering documents, provide Escrow Agent with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions. Funds Hold — clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows: * Wires — 24 hours after receipt of funds * Checks — 10 days after deposit * ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds. For risk reduction and protection, in making an effort to provide flexibility to Issuer, the Escrow Agent shall at its discretion post funds as cleared starting 10 calendar days after receipt. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled for whatever reason pursuant to Federal regulations. Notwithstanding the foregoing, cleared funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices.

  • Escrow Accounts An account maintained in the Turks and Caicos Islands established in connection with any of the following: 1. A court order or judgment. 2. A sale, exchange, or lease of real or personal property, provided that the account satisfies the following requirements: a) The account is funded solely with a deposit in an amount appropriate to secure an obligation directly related to the transaction, or a similar payment, or is funded with a financial asset that is deposited in the account in connection with the sale, exchange, or lease of the property; b) The account is established and used solely to secure the obligation of the purchaser to pay the purchase price for the property, the seller to pay any contingent liability, or the lessor or lessee to pay for any damages relating to the leased property as agreed under the lease; c) The assets of the account, including the income earned thereon, will be paid or otherwise distributed for the benefit of the purchaser, seller, lessor, or lessee (including to satisfy such person’s obligation) when the property is sold, exchanged, or surrendered, or the lease terminates; d) The account is not a margin or similar account established in connection with a sale or exchange of a financial asset; and e) The account is not associated with a credit card account. 3. An obligation of a Financial Institution servicing a loan secured by real property to set aside a portion of a payment solely to facilitate the payment of taxes or insurance related to the real property at a later time. 4. An obligation of a Financial Institution solely to facilitate the payment of taxes at a later time.

  • Data Escrow Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.