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Source Code Escrow | 2.1.3 deliver to NCC a replacement copy of the Material within 12 months of the last delivery; |
Source Code Escrow | (3) NCC ESCROW INTERNATIONAL LIMITED whose registered office is at Oxford House, Oxford Road, Manchester M1 7ED, England (CRN:3081952) ("NCC"). |
Source Code Escrow | If a Release Condition (as defined in Section 12.2 of this Agreement) occurs and the Escrow Agent provides the Source Code to Corio under the escrow agreement, Corio agrees to hold the Source Code in strict confidence, and not to use the Source Code for any purpose other than those purposes set forth under Section 12.3 of this Agreement. |
Source Code Escrow | Any or the following events shall be Release Conditions for purposes of this Section: (a) Supplier defaults on any of its maintenance obligations herein; (b) Supplier ceases to provide maintenance for the Software; (c) Supplier ceases doing business in the ordinary course, files or has filed against it a petition under bankruptcy Code, becomes insolvent or has a receiver appointed for all or a substantial part of its business; or (d) Bank of America terminates this Agreement for cause pursuant to the terms hereof. |
Source Code Escrow | TELKOM shall USE the Source Code only at its own premises on its own data processing equipment or third parties in accordance with clause 3 of the AGREEMENT. |
Source Code Escrow | M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: |
Source Code Escrow | 2.1 The Owner shall: |
Source Code Escrow | 6.1.5.1 the Package crashes at any time while processing any such data; |
Source Code Escrow | 1.2 "Intellectual Property Rights" means copyright, trade secret, patent, and all other rights of a similar nature; |
Source Code Escrow | (D) Each of the parties to this Agreement acknowledges that the considerations for their respective undertakings given under it are the undertakings given under it by each of the other parties. |
Source Code Escrow | Between: |
Source Code Escrow | With each delivery of Software to Bank of America hereunder, Supplier shall deliver to Bank of America the Source Code for all Software and for all Updates, Upgrades and new releases of the Software. |
Source Code Escrow | SAP Africa warrants that the entire source code for the SOFTWARE owned by or licensed by SAP AG and/or COMMERCE ONE INC.. ("Source Code"), together with related DOCUMENTATION as it is, or becomes available, shall be deposited into an escrow account by no later than 30 June 2001 which is maintained at Volksbank Wiesloch, Germany (the "Escrow Agent"), pursuant to an agreement between the Escrow Agent and SAP AG (the "Escrow Agreement"). |
Source Code Escrow | ENERGOUS will at its expense, at DIALOG’s written request during the Term and any Wind Down Period, enter into a three- party escrow deposit arrangement, in accordance with this Section 16, with a recognized escrow agent (the “Escrow Agent”) of mutual agreement. |
Source Code Escrow | The Escrow Agent shall require Commerce One to place in an <omitted> escrow account in California a copy of the source code of the Software including all Updates and Upgrades thereto, documentation and similar materials (the SOURCE CODE). |
Source Code Escrow | M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be |
Source Code Escrow | Upon Acceptance as provided in Clause 9.2 HealthGate shall deliver into escrow the source code, source listings and information for the Proprietary Software included in the System in accordance with the terms of the Escrow Agreement. |
Source Code Escrow | Immediately upon execution of this Agreement, Garman shall maintain on each AS400 at an Authorized Location the most current version of: |
Source Code Escrow | 1 Definitions |
Source Code Escrow | (1) all source code for the Software in machine readable form, with user option to print; |
Source Code Escrow | 5 Hardcopy directory listings of the contents of the media. |
Source Code Escrow | SAP Africa further warrants that SAP AG will from time to time (as soon as the relevant RELEASE and/or VERSION has been finalised) deposit into the escrow account copies of all new versions of the Source Code and related DOCUMENTATION encompassing any and all copies of all versions of the Source Code and related DOCUMENTATION encompassing any and all CORRECTION LEVELS. |
Source Code Escrow | In the event of any Insolvency Event and where the design files need to be accessed by DIALOG to fix an Epidemic Defect or other Product design or production issue impacting yield or quality (“Release Condition”), the Escrow Agent will, in accordance with the terms of the escrow agreement between the parties and the Escrow Agent (the “Escrow Agreement”), release the Deposit Materials to DIALOG. |
Source Code Escrow | In connection with the exercise of CHT’s rights under the Escrow Agreement, Ehave hereby grants to CHT a non- exclusive, non-transferable (except as set forth in Section 20(f)), right and license to use and copy the materials deposited with the Escrow Agent, including the Source Code, its Specifications and documentation, and any resulting corrections, repairs, translations, enhancements, and other derivative works and improvements made by CHT, for the sole purposes of providing to CHT the ability to operate, support and maintain, the Ehave Companion Solution for its End Users from time to time, until such time that CHT is able to migrate off the Ehave Companion Solution, but in any event not exceeding twelve months from the date of release of the materials from escrow. |
Source Code Escrow | TELKOM agrees not to copy the Source Code, nor to disclose it to any third party except Agents retained by TELKOM to assist in maintaining SOFTWARE, provided that no such Agent is in the business of marketing or developing software competitive to the SOFTWARE. |
Source Code Escrow | Bank of America shall establish a secure receptacle in which it shall place the Source Code and shall put the receptacle under supervision of one or more of its officers, whose identity shall be available to Supplier at all times. |
Source Code Escrow | Supplier grants Bank of America the right to duplicate the Source Code only as necessary to preserve and safely store the Source Code and as expressly permitted in this Section. |
Source Code Escrow | If a Release Condition has occurred, Bank of America may immediately release the Source Code for the purposes described in Section 8.8, following the issuance of a written statement to Supplier by Bank of America’s executive management, stating that a Release Condition has occurred. |
Source Code Escrow | 6.1.5.2. the Owner has warranted or represented that the Package is capable of accurately and correctly processing such data in accordance with the Package's current functional specification and the Licensee demonstrates that the Package is not so capable; |
Source Code Escrow | 1.3 "Licence Agreement" means the licence granted to the Licensee for the Package; |
Source Code Escrow | Diversinet shall, at least annually, deposit the source code in the escrow account. Costs associated with the escrow agreement shall be borne by Reseller. |
Source Code Escrow | A. M&I ceases to do business or refuses to provide the Services to Customer; or |
Source Code Escrow | Sparkling shall not be entitled to make use of the Codes except as provided in Section (b), provided that Sparkling may itself or by retaining independent experts, examine and test the materials for compliance with the obligations of Garman hereunder. |
Source Code Escrow | 1.4 "Material" means the source code of the Package comprising the latest technical information and documentation described in Schedules 1 and 2; |
Source Code Escrow | The Material shall be supplied with details of the following: |
Source Code Escrow | If a Release Condition (as defined in Section 12.2 of this Agreement) occurs and the Escrow Agent provides the Source Code to Corio under the escrow agreement, Corio agrees to hold the Source Code in confidence pursuant to the provisions contained in Section 10 of this Agreement, and not to use them for any purpose other than those purposes contemplated under Section 12.3 of this Agreement. |
Source Code Escrow | Until a Release Condition (as defined in Section 8.6) occurs and the conditions of Section 8.7 have been satisfied, Bank of America shall not permit access to or use of the Source Code, except as expressly provided herein. |
Source Code Escrow | TELKOM may, at its own cost, verify that the new version of the Source Code is deposited with the Escrow Agent. |
Source Code Escrow |
2.1.2 at all times ensure that the Material as delivered to NCC is capable of being used to generate the latest version of the Package issued to the Licensee and shall deliver further copies of the Material as and when necessary; |
Source Code Escrow | ENERGOUS hereby grants DIALOG a non-exclusive, non-transferable (except as set forth in Section 2) license under the Product IP to use any of the Deposit Materials released from escrow for the purpose of fixing an Epidemic Defect or other Product design or production issue impacting yield or quality during the Term and, if applicable, any Wind Down Period or Continuing Obligation period, including, but not limited to, authorizing any third party subcontractor to manufacture and supply Products, provided, however, that DIALOG continues to make all Royalty payment owed to ENERGOUS (or the then-current owner of the Product IP) as provided in this Agreement. |
Source Code Escrow | DIALOG agrees not to exercise such license until occurrence of a Release Condition, subject to the other restrictions set forth in this Section 16. |
Source Code Escrow | TELKOM shall have a non-exclusive, non-transferable LICENCE to USE the Source Code solely for its own use in order to support and maintain the SOFTWARE and for no other purpose whatsoever. |
Source Code Escrow | Upon the release of the Source Code to Corio pursuant to Section 12.2 of this Agreement, Corio shall have a royalty-free, nonexclusive, nontransferable, right and license in the Territory to use and modify the Source Code to support and maintain the Software until the expiration or termination of Corio's Customers' End User License Agreements. |
Source Code Escrow | This <omitted> source code escrow shall survive any termination or expiration of this Agreement for the remaining term of any contracts Corio has with such Customers to continue providing the Corio Services. |
Source Code Escrow | Within sixty (60) days of the Effective Date, Commerce One agrees to execute an escrow agreement by and among Corio, Commerce One and a mutually acceptable escrow agent (the "ESCROW AGENT"). |
Source Code Escrow | 2.1.1 deliver a copy of the Material to NCC within 30 days of the date of this Agreement; |
Source Code Escrow | It is agreed that: |
Source Code Escrow | 6.1.4 the Owner without legal justification, has defaulted to a material degree in any obligation to provide maintenance or modification of the Package under the Licence Agreement or any maintenance agreement entered into in connection with the Package and has failed to remedy such default notified by the Licensee to the Owner; or |
Source Code Escrow |
paid to DSI. |
Source Code Escrow | Upon delivery of the Source Code to Bank of America by Supplier, including in connection with any Upgrade, Update or new release, Bank of America shall have the right to verify the Source Code for accuracy, completeness and sufficiency, and to confirm that it compiles to the pertinent object code of the Software. |
Source Code Escrow | Corio shall bear all fees, expenses and other charges to open and maintain such escrow account. |
Source Code Escrow | SINGLE LICENSEE (UK) ESCROW 2000 - -------------------------------------------------------------------------------- ESCROW AGREEMENT: DATED: |
Termination for Convenience | Notwithstanding the foregoing, this OMA may be terminated with or without cause at any time after the Effective Date and without liability or continuing obligation by any of the Parties hereto (i) by mutual written agreement of all of the Parties; and (ii) in writing by the Trust Advisors in their sole discretion. |
Termination for Convenience | This AGREEMENT and the licence granted hereunder shall terminate should any of the following events occur: 6. 2. 1. 30 (thirty) days after TELKOM gives SAP AFRICA written notice of TELKOM's wish to terminate this AGREEMENT for any reason. Any such termination shall be subject to accrued rights and obligations but only after payment of all Licence and Maintenance Fees then due and owing; |
Termination for Convenience | Either party may cancel this Agreement at any time, with or without supplying a reason, through written notification or by making suitable settings in the respective Control Panel. |
Termination for Convenience | This Agreement shall become effective on the Effective Date and shall continue in effect until either Party informs the other Party with thirty (30) day prior written notice of termination of this Agreement. |
Termination for Convenience | Company at its sole discretion may at any time alter or cease providing the Customer Service which it has agreed to provide to Client relating to Client Website pursuant to this Agreement without any liability to Company. |
Termination for Convenience | This Agreement shall commence on the Effective Date and shall remain in full force and effect until one (1) year subsequent to the Effective Date, provided however, that Tickets may terminate this Agreement for any reason upon thirty (30) days' notice to MP3. com at any time prior to the expiration of sixty (60) days subsequent to the Effective Date. |
Termination for Convenience | Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party. |
Termination for Convenience | If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, or by the Closing Date, or waived in writing by Capital Resources, this Agreement and all of Capital Resources obligations hereunder may be canceled by Capital Resources by notifying the Association of such cancellation in writing or by telegram at any time at or prior to the Closing Date, and, any such cancellation shall be without Liability of any party to any other party except as otherwise provided in Sections 2, 7, 9 and 10 hereof. |
Termination for Convenience | Notwithstanding the foregoing, this Agreement shall be earlier terminated (x) by mutual agreement of the parties, or (y) at any time upon sixty (60) days advance written notice to the other party. |
Termination for Convenience | Each Party may also terminate the Agreement for convenience after Contract Year 2 <omitted> by providing written notice to the other Party at least sixty (60) calendar days prior to the effective date of such termination |
Termination for Convenience | Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer. |
Termination for Convenience | Roche shall have the right to terminate the Agreement in its entirety, or on a Work Stream-by-Work Stream basis, except for the ctDNA Work Stream, upon […***…] prior written notice, without cause. |
Termination for Convenience | Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination. |
Termination for Convenience | 4.1.9 Ginkgo may elect, at any time in its sole discretion, to terminate the Software License Agreement that comprises part of the BLI Terms and Conditions and, upon such termination, Ginkgo’s right to use such underlying Software shall term |
Termination for Convenience | FUSION may terminate this Agreement by providing written notice to the CPDC where: (a) [***] following the Effective Date of this Supply Agreement, FUSION may terminate this Agreement without cause by providing CPDC with [***] prior written notice. |
Termination for Convenience | Owner may terminate this Agreement at any time upon the occurrence of any of the following: <omitted> (e) Without cause on no less than seven (7) days prior written notice. |
Termination for Convenience | This Agreement may be terminated by Anixa, without cause, upon at least thirty (30) days written notice to OntoChem. |
Termination for Convenience | Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips |
Termination for Convenience | Except as agreed by the Parties in writing or as otherwise stated in the Exhibits, Company may terminate for convenience any Transition Service, and RGHI may terminate for convenience any Reverse Transition Service, upon 30 days’ prior written notice of such termination; provided, (a) that, with respect to the Services described in Section G1 of Exhibit A, unless otherwise indicated therein, those Services may not be terminated independently except in accordance with an agreed Migration Plan and, (b) any unamortized costs associated with Provider’s purchase of any license or other costs incurred specifically for the purpose of providing the Services hereunder will be passed through to the Terminating Party. |
Termination for Convenience | Either Party may terminate this Agreement at any time prior to delivery of the Product. |
Termination for Convenience | This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party. |
Termination for Convenience | The Contractor will have the ability to terminate this Agreement by giving 90 days’ prior written notice to the Company. |
Termination for Convenience | This Agreement shall be terminable <omitted> by Licensor or Licensee upon sixty (60) days’ written notice to the other party; |
Termination for Convenience | However, any Party may terminate its participation in this Agreement at the end of the Initial Period or at any time thereafter by giving at least one year's prior notice, in writing, to the other remaining Parties. |
Termination for Convenience | Except as may be provided in any Schedule, Metavante may, at any time, withdraw any of the Services upon providing ninety (90) days’ prior written notice to Customer, provided that Metavante is withdrawing the Service(s) from its entire client base. |
Termination for Convenience | At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right set forth in Section 17.5. |
Termination for Convenience | (a) by Magenta for any reason upon [***] written notice to Bachem; |
Termination for Convenience | This Agreement may be terminated by (a) the written agreement of the Parties or (b) by either Party upon 5 days written notice to the other Party. |
Termination for Convenience | Either party may terminate this Agreement, without cause, upon ninety (90) days prior written notice to the other party, provided, however, that all outstanding Work Orders shall continue to be governed by the terms and conditions hereof. |
Termination for Convenience | “Distribution Term” means the period commencing on the first Regulatory Approval of the Product in the Territory and continuing until [***], or if this Agreement is terminated earlier pursuant to Article 12, the effective date of such termination.
<omitted>
At any time following the expiration of the Distribution Term (as defined in Section 1.17), the Distributor may terminate this Agreement at will upon [***] prior written notice to Zogenix. |
Termination for Convenience | Aimmune may terminate this Agreement in its entirety at any time for its convenience upon sixty (60) days’ prior written notice to Xencor. |
Termination for Convenience | Datec may terminate the whole or any part of this agreement for convenience at any time by giving the BSP at least 6 months prior written notice. |
Termination for Convenience | Either Affiliate or Chase may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. |
Termination for Convenience | The BSP may terminate the whole or any part of this agreement for convenience at any time by giving Datec at least 6 months prior written notice. |
Termination for Convenience | Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First Commercial Sale of the Encorafenib Product in the Ono Territory, Ono shall have the right to terminate this Agreement, for any reasons by giving [ * ] advance written notice to Array which shall be accompanied by the rationale for such termination. |
Termination for Convenience | If MPL is in compliance with the terms and conditions of this Agreement, and Shipper decides to terminate this Agreement after the Effective Date but prior to the commencement of transportation service on the Pipeline, Shipper shall notify MPL of its decision to terminate within one hundred and eighty (180) days of the Project’s in-service date to allow MPL the opportunity to provide Shipper’s unwanted capacity to other interested shippers as Unsubscribed Capacity as set forth in Section 3.8. |
Termination for Convenience | This Agreement may also be terminated by either party upon ninety (90) days written notice. |
Termination for Convenience | SpinRecords.com may terminate this Agreement for no reason or for any reason upon sixty (60) days prior written notice to NETTAXI. |
Termination for Convenience | Either Party may terminate this Agreement for any reason following the Initial Term upon ninety (90) days written notice to the other Party. |
Termination for Convenience | Until the Settlement Date, this Agreement may be terminated by the Agent by giving notice (in the manner prescribed by Section 9 hereof) to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the Settlement Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by the Agent; (ii) any other condition of the obligations of the Agent hereunder is not fulfilled; (iii) trading in securities generally on the NYSE, NYSE MKT, or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE MKT, NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions in the United States or in international conditions on the financial markets in the United States, in each case, the effect of which is such as to make it, in the Agent’s reasonable judgment, inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Agent’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the placement or the delivery of the Securities. |
Termination for Convenience | Both parties shall have the right to terminate this Agreement at any time, for any or for no reason, upon one hundred twenty (120) days written notice to the other party. |
Termination for Convenience | Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement and all other affiliates’ agreements on at least ninety (90) days’ prior notice without any liability therefor to Affiliate, other than amounts payable hereunder which accrued prior to such termination, including amounts payable pursuant to Section 6(b) and Exhibit D. |
Termination for Convenience | Pretzel Time reserves the right to suspend contributions/fees and operations of the Advertising Fund for one or more periods, and the right to terminate the Advertising Fund, upon thirty (30) days' prior written notice to Franchisee. |
Termination for Convenience | The Company may in its discretion and at its option terminate this Agreement at any time after the Minimum Period upon five days prior written notice to Maimon. |
Termination for Convenience | Notwithstanding the foregoing, either party may terminate this Agreement at any time without liability by providing one hundred eighty (180) days written notice to the other party. |
Termination for Convenience | Written notice of intention to withdraw must be served in writing upon the remaining Participants at least Thirty (30) business days prior to the withdrawal date. |
Termination for Convenience | ENERGOUS may, at any time after the third anniversary of the Effective Date, terminate this Agreement with or without cause upon not less than one hundred and eighty (180) days prior written notice to DIALOG. |
Termination for Convenience | Subject to Section 18.7.2, Astellas may terminate this Agreement upon six (6) months notice to FG for any reason or no reason. |
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