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 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 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 or the fulfilment of any obligations detailed therein, 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 6.2 and 6.3, NCC will release the Material to a duly authorized 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 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; orcarry on its business; 6.1.3 the Owner assigns its copyright (or licence of copyright) in the Material and the assignee falls 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, or; 6.1.4 the Owner Owner, without legal justification, has defaulted to a material degree in any obligation to provide maintenance or modification of the Package under the License 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 OwnerOwner in accordance with the Licence Agreement, or where no period specified therein, within a reasonable period; or 6.1.5 the Licensee exercises its right of step-in pursuant to Clause 33 of the Principal Agreement and it needs access to the Source Code as part of the Required Action (as defined in the Principal Agreement). 6.2 The Licensee must shall notify NCC of the event(s) specified in Clause 6.1 by delivering to NCC a statutory or notarised declaration (the "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; 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 6.1 NCC shall send a copy of the Declaration to the Owner by registered post; and 6.3.2 unless . Unless within 14 days after the date of delivery the Owner delivers to NCC a counter-counter- notice signed by a duly authorised officer of the Owner stating that no such failure event has occurred or that any such failure event has been rectified 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 Clause 6.1 or the fulfilment of any obligations detailed thereinunder 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.