Common use of Release Events Clause in Contracts

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 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 Escrow Agreement shall provide for 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 Source Code to Customer in the following events occur: 6.1.1 the Owner enters into any company voluntary composition events: (a) ChannelPoint (i) is adjudicated bankrupt or individual voluntary arrangement with its creditors insolvent by a court of competent jurisdiction, or (being a companyii) enters into liquidation whether compulsory takes steps to declare bankruptcy, wind up, dissolve or voluntary liquidate (in each case, other than for the purposes of solvent an amalgamation, restructuring, or reconstruction pursuant to which the surviving entity becomes bound by or amalgamationassumes the obligations under this Agreement); (b) or at any time after the end of the Pilot Period and within ten (10) business days after ChannelPoint's receipt of written notice from Customer that ChannelPoint has a receiver or administrative receiver appointed over all or committed an Egregious Breach of this Agreement (subject to satisfaction of any part dispute resolution procedures set forth in the Escrow Agreement); (c) termination of the Escrow Agreement for ChannelPoint'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 controlling interest in ChannelPoint is, or substantially all of the assets of ChannelPoint to which this Agreement relates are, sold to or undertaking acquired by, Cigna Insurance Company, Aetna/US HealthCare, PacifiCare/FHP, Prudential Insurance Company, WellPoint, Humana, or other health plans with over 3 million risk-bearing health insured lives, or a petition is presented for an Administration Order successor to 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 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 affiliate of any of the events set out foregoing companies, and Customer elects in Clause 6.1 or the fulfilment of any obligations under writing to terminate this Clause 6, such dispute will be referred at the request of either the Owner or the Licensee Agreement on written notice given to the Managing Director for the time being of NCC for the appointment of an expert who shall give a decision on the matter ChannelPoint within 14 sixty (60) days of the date closing of referral such merger or as soon as practicable thereafter. The expert's decision shall be final acquisition, and, provided further and binding as between the Owner and the Licensee except only in the case of manifest errora 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 prior Releases.

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 in accordance with the Licence Agreement, or where no period specified therein, within a reasonable period; or 6.1.5 the Sub-Licensee exercises its right of step-in pursuant to Clause 33 of the Principal Agreement and it needs access to the Material Source Code as part of the [Required Action] 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 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 The Escrow Materials shall be released to SpectraNet solely upon the provisions occurrence of Clauses 6.2 and 6.3, NCC will release the Material to a duly authorised officer of the Licensee if any one or more of the following events occur"RELEASE EVENTS": 6.1.1 the Owner enters into any company voluntary composition (i) If ACE*COMM ceases to provide or individual voluntary arrangement with is unable to continue to provide its creditors or (being a company) enters into liquidation whether compulsory or voluntary (other than repair, support and maintenance obligations for the purposes of solvent reconstruction or amalgamationSoftware under either Section 11 (during the Warranty Period) 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 Maintenance Agreement. (ii) If the Escrow Agreement expires or any maintenance agreement entered is terminated without ACE*COMM entering 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 new Escrow Agreement and it needs access naming a new Escrow Holder pursuant to the Material as part of the [Required Action] (as defined in the Principal AgreementSection 17(d). 6.2 The Licensee shall notify NCC (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 by ACE*COMM that is not cured by ACE*COMM within 30 days after notice by SpectraNet and which breach is determined to be a material breach of this Agreement by ACE*COMM under an arbitration proceeding pursuant to Section 16. (v) If ACE*COMM (a) 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, makes a general assignment for the benefit of its creditors, or fails within 30 business days to dismiss any involuntary proceeding seeking the entry of an order for relief under any bankruptcy or related laws or the appointment of a receiver on account of the event(s) specified insolvency of ACE*COMM and ACE*COMM or its successor in Clause 6.1 by delivering interest fails 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 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 perform its obligations under this Clause 6, Agreement within 30 days after such dispute will be referred at the request of either the Owner filing 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 errorappointment.