Release Event Sample Clauses
A Release Event clause defines the specific circumstances or conditions under which one or more parties are released from certain obligations or liabilities under an agreement. Typically, this clause outlines events such as the completion of a project, fulfillment of contractual duties, or the occurrence of a triggering event like payment or delivery, after which the release takes effect. Its core practical function is to provide clarity and certainty regarding when contractual responsibilities end, thereby reducing the risk of future disputes over ongoing obligations.
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Release Event. On the occurrence of any Release Event, subject to the terms of Section 5.4(h) (Return of Deposit Materials) of this Agreement, and provided that Walmart has paid all Charges that are not disputed in accordance with Section 7.3 (Payment Disputes), Walmart shall be entitled to exercise its rights under the Source Code Escrow Agreement pursuant to the terms of the Source Code Escrow Agreement. For the purposes of this Agreement and the Source Code Escrow Agreement, a “Release Event” shall be deemed to have occurred when:
(i) Symbotic undergoes an Insolvency Event other than an Insolvency Event constituting the commencement of a bankruptcy proceeding under the “Bankruptcy Code”;
(ii) Symbotic undergoes an Insolvency Event constituting the commencement of a bankruptcy proceeding under the Bankruptcy Code and;
(1) the proceeding is filed under Chapter 7 of the Bankruptcy Code; or
(2) the proceeding is filed under Chapter 11 of the Bankruptcy Code. In such event, Walmart shall not permit any Walmart Personnel to access the Deposit Material or redirect the Walmart Embedded Team unless and until the earlier of (A) Symbotic is unable or has refused to provide support services and (B) one hundred and eighty (180) days have elapsed since Symbotic filed its bankruptcy petition and Symbotic has not assumed the Software Support and Maintenance Agreement (as specified in Exhibit G (Software Support and Maintenance Agreement)); or
(3) the proceeding is filed under Chapter 11 of the Bankruptcy Code and (A) this Agreement or the Software Support and Maintenance Agreement is rejected pursuant to Section 365(n) of the Bankruptcy Code or is rejected or repudiated by a foreign representative in a foreign bankruptcy proceeding that is subject to Chapter 15 of the Bankruptcy Code, and (B) Walmart elects to retain its rights under this Agreement pursuant to Section 365(n)(1)(B) of the Bankruptcy Code;
(iii) Symbotic has terminated its on-going business operations as it relates to the Symbotic Systems;
(iv) Symbotic has materially breached its obligation to support and maintain the Symbotic System Software as specified in Exhibit G (Software Support and Maintenance Agreement) (regardless of the reason for such breach) and failed to cure such breach within thirty (30) days following receipt of notice thereof from Walmart. For the avoidance of doubt, Symbotic’s inability to cure a failure of the Symbotic System Software despite its commercially reasonable efforts to do so shall not r...
Release Event. If Vendor materially breaches its obligations under this Agreement, including, without limitation, its obligations under Exhibit B (all as more fully set forth in the escrow deposit agreement), Cadence may retrieve the Source Code Materials and use same to fulfill Vendors obligations hereunder respecting the Licensed Work and otherwise continue to exercise the license grants of Section
Release Event. The Escrow Agreement shall provide for release of the Escrow Materials in the event of a termination of the Agreement due to: (i) a Discontinuance of Business (as defined in Section 4.3 below); (ii) a Bankruptcy Event (as defined in Section 4.3 below) of Greenway; or (iii) a Material Support Failure (collectively, the “Release Events”).
Release Event. A Release Event is defined as a breach of the Master Remote Processing Agreement by McCa▇▇▇▇ ▇▇▇suant to SECTION 8.04 thereof and failure to cure such breach within the applicable cure period specified in the Master Remote Processing Agreement.
Release Event. The Lock-Up Agreement shall terminate if, (i) during any calendar month of the second, third or fourth calendar quarter after the Registration Date, the average daily closing sale price of the Company's publicly traded common stock is, for 45 consecutive trading days preceding the first day of such calendar month, greater than or equal to $10.00 per share (as adjusted for any stock splits or stock dividends that may occur after the Effective Date), and (ii) the average daily trading volume of the Company's publicly traded common stock is, for such 45 day period, greater than or equal to 250,000 shares (a "Release Event").
Release Event. At the election of ▇▇▇▇▇▇▇ Mac, subject to and in accordance with the Reimbursement Agreement, when a Release Event occurs, the affected series of Bonds (or portion thereof) will be subject to mandatory purchase from the Series Pool at the Release Purchase Price. Payment of such Release Purchase Price will be made by ▇▇▇▇▇▇▇ Mac pursuant to the Credit Enhancement or by the Sponsor. Any Bond purchased on the related Release Event Date will be deemed purchased by the Sponsor at the Release Purchase Price from funds provided pursuant to the Credit Enhancement or, if applicable, by the Sponsor. In addition, Hypothetical Gain Share, if any, as calculated by ▇▇▇▇▇▇▇ Mac, will be payable by the Administrator on the Release Event Date to the Holders of Class A Certificates on the Release Event Date from amounts provided by the Sponsor to the Administrator on such Release Event Date (and such Hypothetical Gain Share will be paid to the Class A Certificateholders in addition to the Release Purchase Price). When purchased with monies provided pursuant to the Credit Enhancement, the Administrator will cause the transfer of the related Bonds to the Pledge Custodian to be held pursuant to Article VIII of the Reimbursement Agreement. When purchased with funds provided by the Sponsor, the Administrator will cause the transfer and release of the related Bonds to the Sponsor or as directed by the Sponsor. When the Administrator receives amounts paid by ▇▇▇▇▇▇▇ Mac or the Sponsor in connection with a Release Event, the Administrator will promptly deposit an amount equal to the related Outstanding Bond Balance plus Hypothetical Gain Share, if applicable, into the Bond Payment Subaccount-Principal and an amount equal to accrued interest thereon into the Bond Payment Subaccount-Interest. The Administrator will provide notice of any Release Event to the Registered Holders, each applicable Rating Agency and the Remarketing Agent concurrently with the applicable Release Event Date, provided any failure to provide such notice shall not affect the validity of any payment made pursuant to this Section.
Release Event. If AmTrust (a) ceases to provide the Support Services (or fails to appoint a third-party designee acceptable to GMACI); or (b) materially breaches the Agreement and such breach entitles GMACI to terminate this Agreement in accordance with the provisions of Section 11.2 hereof.
Release Event. A “Release Event” will be deemed to occur in the event: Of the institution by or against Company of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Company’s debts, provided, with respect to involuntary proceedings, that such proceedings are not dismissed within sixty (60) days; Company makes an assignment for the benefit of its creditors; or Company dissolves, liquidates or ceases to do business in the ordinary course.
Release Event. The definitive escrow agreement will provide for the ------------- release of the Source Materials to Ramp in the event of (a) institution by or against Sonic of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Sonic's debts, provided such proceeding is not dismissed within forty-five (45) days after its filing, (b) upon Sonic's making an assignment for the benefit of creditors, or (c) upon Sonic's dissolution or ceasing to do business (each of Sections 10.2(a), (b), and (c) an "Event"). -----
Release Event. As used in this Agreement, "Release Event" shall mean one or more of the following events: