Common use of Release Events Clause in Contracts

Release Events. 6.1 Subject to the provisions of clauses 6.2 and 6.3 of this Agreement and clause 4.3 of the Licence Agreement and upon receipt of its release fee and any other fees outstanding under this Agreement, NCC Escrow will release the Material to a duly authorised officer of the Licensee if any of the following events (“Release Event(s)”) occur: 6.1.1 the Owner enters into any company voluntary arrangement or individual voluntary arrangement or (being a company) enters into liquidation whether compulsory or voluntary (other than for the purposes of solvent reconstruction or amalgamation) or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or an Administration Order is made or (being an individual or partnership) becomes or is adjudicated bankrupt, or an event occurs within the jurisdiction of the country in which the Owner is situated which has a similar effect to any of the above events in the United Kingdom; or 6.1.2 the Owner ceases doing business in the ordinary course; or 6.1.3 the Owner informs Licensee pursuant to clause 4.7 of the Licence Agreement that the Owner intends to discontinue offering support and maintenance services for the Package. 6.2 The Licensee must notify NCC Escrow of the Release Event(s) specified in clause 6.1 by delivering within one month of the date of actual knowledge of the Release Event to NCC Escrow a statutory or notarised declaration (“the Declaration”) made by an officer of the Licensee declaring that such Release Event has occurred, setting out the facts and circumstances of the Release Event and that the Licence Agreement and any maintenance agreement, if relevant, for the Package was still valid and effective up to the occurrence of such event and exhibiting such documentary evidence in support of the Declaration as NCC Escrow shall reasonably require. 6.3 Upon receipt of a Declaration from the Licensee claiming a Release Event under clause 6.1:

Release Events. 6.1 Subject to the provisions of clauses Clauses 6.2 and 6.3 of this Agreement and clause 4.3 of the Licence Agreement and upon receipt of its release fee and any other fees outstanding under this Agreement6.3, NCC Escrow will release the Material to a duly authorised officer of the Licensee if any of the following events (“Release Event(s)”) occur: 6.1.1 the Owner enters into any company voluntary arrangement composition or individual voluntary arrangement with its creditors or (being a company) enters into liquidation whether compulsory or voluntary (other than for the purposes of solvent reconstruction or amalgamation) or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or a petition is presented for an Administration Order is made or (being an individual or partnership) becomes or is adjudicated bankrupt, or an event occurs within the jurisdiction of the country in which the Owner is situated which has a similar effect to any of the above events in the United Kingdom; or; 6.1.2 the Owner ceases doing business in the ordinary course; orto carry on its business; 6.1.3 the Owner informs assigns its copyright (or licence of copyright) in the Material and the assignee fails within 60 days of such assignment to offer the Licensee pursuant substantially similar protection to clause 4.7 that provided by this Agreement without significantly increasing the cost to the Licensee; 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 that 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 intends within a reasonable period; or 6.1.5 the Sub-Licensee exercises its right of step-in of the Principal Agreement and it needs access to discontinue offering support and maintenance services for the PackageMaterial as part of the [Required Action] (as defined in the Principal Agreement). 6.2 The Licensee must shall notify NCC Escrow of the Release Event(sevent(s) specified in clause Clause 6.1 by delivering within one month of the date of actual knowledge of the Release Event to NCC Escrow a statutory or notarised declaration (“the "Declaration”") made by an officer of the Licensee declaring attesting that such Release Event event has occurred, setting out the facts and circumstances of the Release Event occurred and that the Licence Agreement and any maintenance agreement, if relevant, for the Package was still valid and effective up to the occurrence of such event and exhibiting exhibiting: 6.2.1 such documentary evidence documentation in support of the Declaration as NCC Escrow shall reasonably require; 6.2.2 a copy of the Licence Agreement; and 6.2.3 a signed confidentiality undertaking as detailed in Schedule 3 then NCC will release the Material to the Licensee upon receipt of the release fee stated in Schedule 4. 6.3 Upon receipt of a Declaration from the Licensee claiming a Release Event release event under clause 6.1:Clause 6.1 NCC shall send a copy of the Declaration to the Owner by registered post. Unless within 14 days after the date of delivery the Owner delivers to NCC a counter- notice signed by a duly authorised officer of the Owner stating that no such event has occurred or that any such event has been rectified, then NCC will release the Material to the Licensee upon receipt of the release fee stated in Schedule 4. 6.4 Where there is any dispute as to the occurrence of any of the events set out in Clause 6.1 or the fulfilment of any obligations under this Clause 6, such dispute will be referred at the request of either the Owner or the Licensee to the Managing Director for the time being of NCC for the appointment of an expert who shall give a decision on the matter within 14 days of the date of referral or as soon as practicable thereafter. The expert's decision shall be final and binding as between the Owner and the Licensee except in the case of manifest error.

Release Events. 6.1 Subject to the provisions of clauses Clauses 6.2 and 6.3 of this Agreement and clause 4.3 of the Licence Agreement and upon receipt of its release fee and any other fees outstanding under this Agreement6.3, NCC Escrow will release the Material to a duly authorised officer of the Licensee if any of the following events (“Release Event(s)”) occur: 6.1.1 the Owner enters into any company voluntary arrangement composition or individual voluntary arrangement with its creditors or (being a company) enters into liquidation whether compulsory or voluntary (other than for the purposes of solvent reconstruction or amalgamation) or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or a petition is presented for an Administration Order is made or (being an individual or partnership) becomes or is adjudicated bankrupt, or an event occurs within the jurisdiction of the country in which the Owner is situated which has a similar effect to any of the above events in the United Kingdom; or; 6.1.2 the Owner ceases doing business in the ordinary course; orto carry on its business; 6.1.3 the Owner informs assigns its copyright (or licence of copyright) in the Material and the assignee fails within 60 days of such assignment to offer the Licensee pursuant and Sub-Licensee substantially similar protection to clause 4.7 that provided by this Agreement without significantly increasing the cost to the Licensee or Sub- Licensee; 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 terms of the SC Licence Agreement that 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 intends within a reasonable period; or 6.1.5 the Sub-Licensee exercises its right of step-in of the Principal Agreement and it needs access to discontinue offering support and maintenance services for the PackageMaterial as part of the [Required Action] (as defined in the Principal Agreement). 6.2 The Licensee must or the Sub-Licensee shall notify NCC Escrow of the Release Event(sevent(s) specified in clause Clause 6.1 by delivering within one month of the date of actual knowledge of the Release Event to NCC Escrow a statutory or notarised declaration (“the "Declaration”") made by an officer of the Licensee declaring or Sub-Licence attesting that such Release Event event has occurred, setting out the facts and circumstances of the Release Event occurred and that the Licence Agreement and any maintenance agreement, if relevant, for the Package SC Licence Agreement was still valid and effective up to the occurrence of such event and exhibiting exhibiting: 6.2.1 such documentary evidence documentation in support of the Declaration as NCC Escrow shall reasonably require; 6.2.2 a copy of the Licence Agreement and SC Licence Agreement; and 6.2.3 a signed confidentiality undertaking as (from Licensee or if applicable, the Sub-Licensee) detailed in Schedule 3 then NCC will release the Material to the Licensee upon receipt of the release fee stated in Schedule 4. 6.3 Upon receipt of a Declaration from the Licensee or Sub-Licensee claiming a Release Event release event under clause 6.1:Clause 6.1 NCC shall send a copy of the Declaration to the Owner by registered post. Unless within 14 days after the date of delivery the Owner delivers to NCC a counter-notice signed by a duly authorised officer of the Owner stating that no such event has occurred or that any such event has been rectified, then NCC will release the Material to the Licensee or Sub-Licensee upon receipt of the release fee stated in Schedule 4. 6.4 Where there is any dispute as to the occurrence of any of the events set out in Clause 6.1 or the fulfilment of any obligations under this Clause 6, such dispute will be referred at the request of either the Owner, the Licensee or Sub-Licensee to the Managing Director for the time being of NCC for the appointment of an expert who shall give a decision on the matter within 14 days of the date of referral or as soon as practicable thereafter. The expert's decision shall be final and binding as between the Owner and the Licensee and Sub-Licensee except in the case of manifest error.