Release Events. For the purposes of this Agreement any of the following events shall be considered to be a “Release Event”:
Release Events. Popular shall have the right and option to obtain the release of the Deposit Materials upon the occurrence of any of the following events (“Release Events”):
(a) failure of, or failure to provide, a service (including any transition service) under the MSA that has a material adverse impact on or significantly degrades the availability, use or performance of such service or the relevant business of Popular or any of its Affiliates, if such failure remains uncured seventy-two (72) hours after written notice thereof to EVERTEC (“Service Failure”) or a Material Breach (as defined in the MSA) by EVERTEC under the MSA that is not cured within the time period specified under the MSA (in either case, Popular shall have the right and option to obtain the release of only those Deposit Bundles affected by the Service Failure or Material Breach and any other Deposit Bundles that are reasonably necessary to use and support the affected Deposit Bundles);
(b) expiration or termination of the MSA for any reason;
(c) EVERTEC is subject to a voluntarily or involuntary bankruptcy proceeding;
(d) regulatory requirement (in which case, Popular shall have the right and option to obtain the release of only those Deposit Bundles affected by the regulatory requirement and any other Deposit Bundles that are reasonably necessary to use and support the affected Deposit Bundles);
(e) EVERTEC declines Popular’s request for certain improvements, enhancements or other developments (“Requested Improvements”) that EVERTEC is capable of fulfilling (in which case, Popular shall have the right and option to obtain the release of only those Deposit Bundles reasonably necessary to enable the development and support of the Requested Improvements, and Popular will not use such Deposit Bundles except in connection with the development and maintenance of the Requested Improvements); provided, however, in this case Iron Mountain shall not be authorized to release the Deposit Materials unless Popular certifies that the following conditions are met: (A) Popular has negotiated with a third-party vendor an arrangement to prepare the Requested Improvements, (B) after negotiating the arrangement with a third-party vendor Popular offers EVERTEC the right to prepare the Requested Improvements for a price that is equal to that negotiated between Popular and the third-party vendor and upon terms and conditions substantially equivalent to those offered by the third-party vendor (provided that the terms and con...
Release Events. 6.1 Subject to the provisions of Clauses 6.2 and 6.3, NCC will release the Material to a duly authorised officer of the Licensee if any of the following events occur:
6.1.1 the Owner enters into any company voluntary 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 or (being an individual or partnership) becomes 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;
6.1.2 the Owner ceases to carry on its business;
6.1.3 the Owner assigns its copyright (or licence of copyright) in the Material and the assignee fails within 60 days of such assignment to offer the Licensee substantially similar protection to 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 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 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 the Material as part of the [Required Action] (as defined in the Principal Agreement).
6.2 The Licensee shall notify NCC of the event(s) specified in Clause 6.1 by delivering to NCC a statutory or notarised declaration (the "Declaration") made by an officer of the Licensee attesting that such event has occurred and that the Licence Agreement was still valid and effective up to the occurrence of such event and exhibiting:
6.2.1 such documentation in support of the Declaration as NCC 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 under Clause 6.1 NCC shall send a copy of the Declaration to the Owner by re...
Release Events. Each of the following shall constitute a “Release Event” for purposes of this Agreement and the Escrow Agreement:
(a) Provider:
(i) is the named debtor in any bankruptcy or insolvency proceeding;
(ii) has made a general assignment for the benefit of its creditors;
(iii) 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 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 continuing period of five or more Business Days (by reason of a Force Majeure Event or otherwise), except pursuant to the expiration or termination of 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 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 days with another escrow agreement reasonably acceptable to Customer; and
(d) 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 terminate this Agreement or such Service Order, regardless of whether Customer exercises such right of termination.
Release Events. The following events constitute the only events upon which Escrow Agent is authorized to release the Escrowed Code to any person or entity (other than deposit of the Escrowed Code with a court as more fully explained later in this Agreement), or to allow access to the Escrowed Code by any person or entity (individually, a "Release Event," and, collectively, the "Release Events"):
Release Events. The Escrow Materials will be released to Alstom upon the occurrence of any of the following events (each, a “Release Event”):
(a) BSE ceases to function as a going concern or to do business in the ordinary course;
(b) BSE files a voluntary petition in bankruptcy or is subject to bankruptcy (including without limitation, appointment of a receiver or trustee in bankruptcy, receivership, liquidation, assignment for the benefit of creditors or composition of creditors) or an order for relief is entered against BSE under, (i) Chapter 7 of the U.S. Bankruptcy Code or comparable provision of any other jurisdiction, or (ii) Chapter 11 of the U.S. Bankruptcy Code or comparable provision of any other jurisdiction if BSE has materially breached the Client Contract or as applicable has materially breached the Alstom-BSE Subcontract or the Consortium Agreement causing the Contractor (as defined in Exhibit D) to default under the Client Contract and the Escrow Materials are required to cure such breach.
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. The Escrow Materials shall be released only under the following circumstances:
(a) To Newbridge, due to the failure of Stel or Stel's successor-in- interest after a Change of Control to carry out the technology transfer under Section 2.5;
(b) To Newbridge, at its option, due to Stel's bankruptcy, liquidation or winding up of its business; or
(c) To Stel, due to the expiration of the Option Period, without the Option being exercised in accordance with Section 2.2.
Release Events. 6.1 Subject to the provisions of Clauses 6.2 and 6.3, NCC will release the Material to a duly authorized officer of the Licensee if any of the following events occur:
6.1.1 the Owner enters into any composition or 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 or (being an individual or partnership) becomes 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 to trade; or
6.1.3 the Owner assigns copyright in the Material and the assignee falls within 60 days of such assignment to offer the Licensee substantially similar protection to that provided by this Agreement without significantly increasing the cost to the Licensee, or
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 License Agreement 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.
6.2 The Licensee must notify NCC of the event(s) specified in Clause 6.1 by delivering to NCC a statutory or notarised declaration ("the Declaration"), made by an officer of the Licensee attesting that such event has occurred and that the Licence Agreement was still valid and effective up to the occurrence of such event and exhibiting:
6.2.1 such documentation in support of the Declaration as NCC 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 under Clause 6.1.4.
6.3.1 NCC shall send a copy of the Declaration to the Owner by registered post; and
6.3.2 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 failure has occurred or that any such failure has been rectified then NCC will release the Material t...
Release Events. AT&T shall be entitled to release of the Deposit upon the occurrence of a Release Event.
