Common use of Escrow Terms Clause in Contracts

Escrow Terms. (a) The Parties have entered into an escrow agreement (the "Escrow Agreement") with DSI Technology Escrow Services, Inc. ("DSI" or the "Escrow Agent"). The costs of the escrow shall continue to be paid by Tribune. No later than December 30, 2002, AdStar shall deliver to the Escrow Agent all plans, drawings, designs, specifications, schematics, source code, compilers, reports, studies, data, and other materials necessary for one skilled in the art to develop the AdStar Service and the CareerBuilder Service, and to manufacture, sell, support and maintain the AdStar Service and the CareerBuilder Service, including the Modules ("Deposit Materials"). AdStar shall supplement the Deposit Materials to reflect any change, upgrade, improvement or other modification to the AdStar Service or the CareerBuilder Service or the Intellectual Property Rights therein, or the materials needed to manufacture, support, improve or enhance the AdStar Service and the CareerBuilder Service (i) in the case of a new version of the CareerBuilder Service, within 30 days of deployment of such new version of CareerBuilder Service and (ii) in the case of a non-material release, within 90 days of deployment of such non-material release. Notwithstanding the foregoing, AdStar agrees that it will update the Deposit Materials within 30 days of a request by Tribune to do so; provided, however, that if, in Tribune's reasonable judgment, it appears likely that AdStar will fail to meet any requirements specified in Exhibit A, AdStar shall deliver the Deposit Materials within 15 days of receiving written notice from Tribune. AdStar shall notify Tribune each time it delivers Deposit Materials to the Escrow Agent. Tribune shall have the right to review and audit the Deposit Materials and any additions thereto, and AdStar shall have the right to be present at any such audit or review.

Escrow Terms. (a) The Tribune shall select an escrow agent, and the Parties have entered shall enter into an escrow agreement with such escrow agent substantially in the form of Exhibit C (the "Escrow Agreement") with DSI Technology Escrow Services, Inc. ("DSI" or the "Escrow Agent"). The costs of the escrow shall continue to be paid by Tribune. No later than December Within thirty (30, 2002) days following the Launch Date, AdStar shall deliver to the Escrow Agent escrow agent all plans, drawings, designs, specifications, schematics, source code, compilers, reports, studies, data, and other materials necessary for one skilled in the art to develop the AdStar Service and the CareerBuilder Service, and to manufacture, sell, support and maintain the AdStar Service and the CareerBuilder Service, including the Modules Service ("Deposit Materials"); provided, however, that if, in Tribune's reasonable judgment, it appears likely that AdStar will fail to meet any requirements specified in Exhibit A, AdStar shall deliver the Deposit Materials within fifteen (15) days of receiving written notice from Tribune. AdStar shall supplement the Deposit Materials to reflect any change, upgrade, improvement or other modification to the AdStar Service or the CareerBuilder Service or the Intellectual Property Rights therein, or the materials needed to manufacture, support, improve or enhance the AdStar Service and the CareerBuilder Service (i) in the case of a new version of the CareerBuilder Service, within 30 days of deployment of such new version of CareerBuilder Service and (ii) in the case of a non-material release, within 90 days of deployment of such non-material release. Notwithstanding the foregoing, AdStar agrees that it will update the Deposit Materials within 30 thirty (30) days of a request by Tribune to do so; provided, however, that if, in Tribune's reasonable judgment, it appears likely that AdStar will fail to meet any requirements specified in Exhibit A, AdStar shall deliver the Deposit Materials within 15 days of receiving written notice from Tribune. AdStar shall notify Tribune each time it delivers Deposit Materials to the Escrow Agentescrow agent. Tribune shall have the right to review and audit the Deposit Materials and any additions thereto, and AdStar shall have the right to be present at any such audit or review.