Common use of Deposit Materials Clause in Contracts

Deposit Materials. (a) Within thirty (30) days following the Effective Date, StarMedia shall deposit in escrow with Fort ▇▇▇▇ Escrow Services, Inc. (or other mutually acceptable escrow agent) pursuant to the Escrow Agreement attached hereto as Exhibit J, a copy of the Deposit Materials. Provided that the Company has paid all applicable maintenance fees due to StarMedia hereunder, if StarMedia corrects any defects in, or provides any revision to, the Deposit Materials, StarMedia shall furnish the escrow agent with a corrected or revised copy of the Deposit Materials within five (5) days. In the event the Deposit Materials are released to the Company, they shall be treated as the confidential information of StarMedia in accordance with the provisions of Section 10 of this Agreement. The Escrow Agreement shall provide that the Deposit Materials are subject to release to the Company if, and only if: (i) StarMedia liquidates, dissolves, or shall be adjudicated insolvent, or files or has filed against it a petition in bankruptcy or for reorganization which is not discharged within 60 days after the filing thereof, or takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy, (ii) StarMedia ceases to commercially provide an integrated multi-access portal service offering or a content aggregation service offering in the ordinary course without a successor reasonably acceptable to the Company, completely discontinues the MAP Service, or the MAP Service experiences more than two (2) Critical Failures (as such term is defined in the Maintenance and Support Agreements) during each of the Initial Term or Renewal Terms (e.g., one Critical Failure in the Initial Term and one Critical Failure in the next Renewal Term shall not count as two Critical Failures for the purposes of triggering this provision) under any Operating Agreement during the term of such Operating Agreement (it being understood and agreed by the Parties hereto that a Critical Failure that affects more than one Participating Affiliate shall only count as one Critical Failure hereunder), or (iii) StarMedia is acquired by, merges with, or sells all or substantially all of its assets related to its performance under this Agreement to a Company Competitor (each, a "Release Event"). All costs of establishing and maintaining the escrow account(s) described herein shall be borne by the Company. The parties acknowledge and agree that the Escrow Agreement pursuant to which the Deposit Materials are deposited with the escrow agent referred to above is an agreement supplementary to the licenses granted in this Agreement and in connection herewith for purposes of Section 365(n) of the United States Bankruptcy Code. (b) Company may periodically, but not more frequently than once per year, trigger fresh escrow deposits. Company shall reimburse StarMedia and the escrow agent under the Escrow Agreement for the reasonable expenses incurred in the preparation of such fresh escrow deposits. In addition to triggering fresh deposits, Company shall have the right through a reputable third party designated by Company that is not a competitor of StarMedia, to validate the materials on deposit upon thirty (30) calendar days prior written notice to and in the presence of StarMedia, but no more frequently than two (2) times per year. Any third party designated by Company to validate the materials on deposit shall be required to execute a nondisclosure agreement with StarMedia, in a form reasonably satisfactory to StarMedia, which nondisclosure agreement shall require that such third party's report to Company contain only a non-confidential description of results of such validation. Verification shall take place at StarMedia's convenience during normal business hours on mutually designated hardware. Such verification shall be at Company's expense unless the materials on deposit are not current, in which event StarMedia shall bear all costs associated therewith.

Deposit Materials. (a) Within thirty (30) days following the Effective Date, StarMedia shall deposit in escrow with Fort Knox Escrow Servi▇▇▇▇ Escrow Services, Inc. (or other mutually acceptable escrow agent) pursuant to the Escrow Agreement attached hereto as Exhibit J, a copy of the Deposit Materials. Provided that the Company has paid all applicable maintenance fees due to StarMedia hereunder, if StarMedia corrects any defects in, or provides any revision to, the Deposit Materials, StarMedia shall furnish the escrow agent with a corrected or revised copy of the Deposit Materials within five (5) days. In the event the Deposit Materials are released to the Company, they shall be treated as the confidential information of StarMedia in accordance with the provisions of Section 10 of this Agreement. The Escrow Agreement shall provide that the Deposit Materials are subject to release to the Company if, and only if: (i) StarMedia liquidates, dissolves, or shall be adjudicated insolvent, or files or has filed against it a petition in bankruptcy or for reorganization which is not discharged within 60 days after the filing thereof, or takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy, (ii) StarMedia ceases to commercially provide an integrated multi-access portal service offering or a content aggregation service offering in the ordinary course without a successor reasonably acceptable to the Company, completely discontinues the MAP Service, or the MAP Service experiences more than two (2) Critical Failures (as such term is defined in the Maintenance and Support Agreements) during each of the Initial Term or Renewal Terms (e.g., one Critical Failure in the Initial Term and one Critical Failure in the next Renewal Term shall not count as two Critical Failures for the purposes of triggering this provision) under any Operating Agreement during the term of such Operating Agreement (it being understood and agreed by the Parties hereto that a Critical Failure that affects more than one Participating Affiliate shall only count as one Critical Failure hereunder), or (iii) StarMedia is acquired by, merges with, or sells all or substantially all of its assets related to its performance under this Agreement to a Company Competitor (each, a "Release Event"). All costs of establishing and maintaining the escrow account(s) described herein shall be borne by the Company. The parties acknowledge and agree that the Escrow Agreement pursuant to which the Deposit Materials are deposited with the escrow agent referred to above is an agreement supplementary to the licenses granted in this Agreement and in connection herewith for purposes of Section 365(n) of the United States Bankruptcy Code. (b) Company may periodically, but not more frequently than once per year, trigger fresh escrow deposits. Company shall reimburse StarMedia and the escrow agent under the Escrow Agreement for the reasonable expenses incurred in the preparation of such fresh escrow deposits. In addition to triggering fresh deposits, Company shall have the right through a reputable third party designated by Company that is not a competitor of StarMedia, to validate the materials on deposit upon thirty (30) calendar days prior written notice to and in the presence of StarMedia, but no more frequently than two (2) times per year. Any third party designated by Company to validate the materials on deposit shall be required to execute a nondisclosure agreement with StarMedia, in a form reasonably satisfactory to StarMedia, which nondisclosure agreement shall require that such third party's report to Company contain only a non-confidential description of results of such validation. Verification shall take place at StarMedia's convenience during normal business hours on mutually designated hardware. Such verification shall be at Company's expense unless the materials on deposit are not current, in which event StarMedia shall bear all costs associated therewith.