Common use of Release Events Clause in Contracts

Release Events. For purposes of this Agreement, the following shall be deemed "Release Events": (a) VNI becomes insolvent, files for bankruptcy or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 days, or makes a general assignment for the benefit of its creditors; (b) Vert ceases to offer any Maintenance and Support Services for a Deployed Product other than as a result of the expiration or termination of the Maintenance and Support Agreement in accordance with its terms; (c) a Vert Non-Renewal Election occurs and Vert fails to deliver to Converge the Source Code for all Deployed Products within the time period specified in Section 2.4.3 above; or (d) a Converge Non-Renewal Election occurs and Vert fails to deliver to Converge the Source Code for all Initial Deployed Products within the time period specified in Section 2.4.3 above. Notwithstanding anything to the contrary herein, (i) if the claimed Release Event is under clause (b) above, only the Escrow Materials for the Product that is the subject of the Release Event, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; (ii) if the claimed Release Event is under clause (c) above, only the Escrow Materials for the Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; and (iii) if the claimed Release Event is under clause (d) above, only the Escrow Materials for the Initial Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder.

Release Events. For Each of the following shall constitute a “Release Event” for purposes of this Agreement, Agreement and the following shall Escrow Agreement should they occur at any time during the Term or at any time at which the Services are performed or required to be deemed "Release Events": performed hereunder: (a) VNI becomes insolvent, files for Provider: (i) is the named debtor in any bankruptcy or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 days, or makes insolvency proceeding; (ii) has made a general assignment for the benefit of its creditors; ; (biii) Vert ceases has terminated its ongoing business operations or transfers all or substantially all of the assets or obligations associated with or set forth in this Agreement to offer any Maintenance and a third party except in connection with a continuation of the Provider’s business; (iv) has terminated its provision of the Hosted Services or Support Services or ceased to perform the Hosted Services or Support Services for a Deployed Product other than as continuing period of [five or more Business Days/30 or more days] (by reason of a result of Force Majeure Event or otherwise), except pursuant to the expiration or termination of the Maintenance and Support this Agreement in accordance with its terms; ; (b) Provider’s incapability, failure, or demonstrated or threatened unwillingness, to perform fully any of the Services on a timely basis, whether or not the same would give Customer a right to terminate this Agreement (other than pursuant to Section 7.4), it being understood and agreed that Provider shall be deemed to be incapable to perform the Services if either a duly authorized representative of Provider so informs Customer in writing or, as a result of any (i) employee layoffs, (ii) termination of any contract, supply of goods or services or grant of rights, licenses or privileges (other than by Customer) or (iii) sale or loss of assets, Provider for [five/[OTHER NUMBER]] or more consecutive days fails to maintain sufficient Sustaining Resources to fully perform all Services in accordance with the applicable provisions of this Agreement and the Specifications, including, in the case of the Support Services, in accordance with Section 6; (c) the Escrow Agreement terminates [prior to the expiration or termination of this Agreement and is not replaced within [ten/[OTHER NUMBER]] [Business Days/days] with another escrow agreement reasonably acceptable to Customer[, provided that Provider has received notice of such termination and Customer’s acceptance of a Vert Non-Renewal Election occurs replacement escrow agreement is not unreasonably withheld or delayed (it being understood and Vert fails agreed that it shall be unreasonable for Customer to deliver fail or refuse to Converge the Source Code for all Deployed Products within the time period specified accept an escrow agreement containing terms that are at least as protective of Customer’s interests as those set out in this Section 2.4.3 above19.2 and Schedule G]]; or and (d) a Converge Non-Renewal Election occurs and Vert fails any other cause or event that, by the terms of this Agreement (other than the terms of Section 7.4) or the applicable Service Order, gives Customer the right to deliver to Converge the Source Code for all Initial Deployed Products within the time period specified in Section 2.4.3 above. Notwithstanding anything to the contrary hereinterminate this Agreement or such Service Order, (i) if the claimed Release Event is under clause (b) above, only the Escrow Materials for the Product that is the subject regardless of the Release Event, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; (ii) if the claimed Release Event is under clause (c) above, only the Escrow Materials for the Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; and (iii) if the claimed Release Event is under clause (d) above, only the Escrow Materials for the Initial Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunderwhether Customer exercises such right of termination.

Release Events. For purposes The Escrow Materials shall be released to SpectraNet solely upon the occurrence of one or more of the following "RELEASE EVENTS": (i) If ACE*COMM ceases to provide or is unable to continue to provide its repair, support and maintenance obligations for the Software under either Section 11 (during the Warranty Period) or under the Maintenance Agreement. (ii) If the Escrow Agreement expires or is terminated without ACE*COMM entering into a new Escrow Agreement and naming a new Escrow Holder pursuant to Section 17(d). (iii) If ACE*COMM fails to deposit or maintain with the Escrow Holder all required Escrow Materials promptly after such Escrow Materials become available. (iv) Upon any other breach of this Agreement, the following shall Agreement by ACE*COMM that is not cured by ACE*COMM within 30 days after notice by SpectraNet and which breach is determined to be deemed "Release Events": a material breach of this Agreement by ACE*COMM under an arbitration proceeding pursuant to Section 16. (v) If ACE*COMM (a) VNI fails to continue to do business in the ordinary course, (b) voluntarily or involuntarily dissolves or winds-up its affairs, (c) becomes insolvent, (d) files for bankruptcy or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 daysbankruptcy, or makes a general assignment for the benefit of its creditors; (b) Vert ceases , or fails within 30 business days to offer dismiss any Maintenance and Support Services involuntary proceeding seeking the entry of an order for relief under any bankruptcy or related laws or the appointment of a Deployed Product other than as a result receiver on account of the expiration insolvency of ACE*COMM and ACE*COMM or termination of the Maintenance and Support Agreement its successor in accordance with its terms; (c) a Vert Non-Renewal Election occurs and Vert interest fails to deliver to Converge the Source Code for all Deployed Products perform its obligations under this Agreement within the time period specified in Section 2.4.3 above; 30 days after such filing or (d) a Converge Non-Renewal Election occurs and Vert fails to deliver to Converge the Source Code for all Initial Deployed Products within the time period specified in Section 2.4.3 above. Notwithstanding anything to the contrary herein, (i) if the claimed Release Event is under clause (b) above, only the Escrow Materials for the Product that is the subject of the Release Event, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; (ii) if the claimed Release Event is under clause (c) above, only the Escrow Materials for the Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; and (iii) if the claimed Release Event is under clause (d) above, only the Escrow Materials for the Initial Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunderappointment.

Release Events. For purposes The Escrow Agreement shall provide for the release of this Agreement, the Source Code to Customer in the following shall be deemed "Release Events"events: (a) VNI becomes insolvent, files for bankruptcy ChannelPoint (i) is adjudicated bankrupt or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 daysinsolvent by a court of competent jurisdiction, or makes a general assignment (ii) takes steps to declare bankruptcy, wind up, dissolve or liquidate (in each case, other than for the benefit purposes of its creditorsan amalgamation, restructuring, or reconstruction pursuant to which the surviving entity becomes bound by or assumes the obligations under this Agreement); (b) Vert ceases to offer at any Maintenance and Support Services for a Deployed Product other than as a result time after the end of the expiration or termination Pilot Period and within ten (10) business days after ChannelPoint's receipt of written notice from Customer that ChannelPoint has committed an Egregious Breach of this Agreement (subject to satisfaction of any dispute resolution procedures set forth in the Maintenance and Support Agreement in accordance with its termsEscrow Agreement); (c) a Vert Non-Renewal Election occurs and Vert fails to deliver to Converge termination of the Source Code Escrow Agreement for all Deployed Products within the time period specified in Section 2.4.3 aboveChannelPoint's breach of its escrow obligations thereunder; or (d) if, prior to an initial public offering where ChannelPoint's Series B Preferred Stock is automatically converted into common stock, ChannelPoint is merged with or acquired by, or if a Converge Noncontrolling interest in ChannelPoint is, or substantially all of the assets of ChannelPoint to which this Agreement relates are, sold to or acquired by, Cigna Insurance Company, Aetna/US HealthCare, PacifiCare/FHP, Prudential Insurance Company, WellPoint, Humana, or other health plans with over 3 million risk-Renewal Election occurs bearing health insured lives, or a successor to or affiliate of any of the foregoing companies, and Vert fails Customer elects in writing to deliver terminate this Agreement on written notice given to Converge ChannelPoint within sixty (60) days of the closing of such merger or acquisition, and, provided further and only in the case of a termination under this clause (d), Customer shall pay to ChannelPoint as of the effective date of such termination a fee of $5 million for release of all of the then-currently escrowed ChannelPoint Software and obtain the right to use all materials then in escrow, including, without limitation, all Source Code for all Initial Deployed Products within the time period specified in Section 2.4.3 above. Notwithstanding anything to the contrary herein, (i) if the claimed Release Event is under clause (b) above, only the Escrow Materials for the Product that is the subject of the Release Event, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; (ii) if the claimed Release Event is under clause (c) above, only the Escrow Materials for the Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunder; and (iii) if the claimed Release Event is under clause (d) above, only the Escrow Materials for the Initial Deployed Products, together with all associated Maintenance Updates and Enhancements, shall be subject to release to Converge hereunderprior Releases.