Bankruptcy, Insolvency, etc (i) Any Obligor shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, administration, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking a moratorium, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (B) apply for, consent to or acquiesce in the appointment of an administrator, administrative receiver, receiver, receiver and manager, liquidator, provisional liquidator, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets or (C) make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against any Obligor any case, proceeding or other action of a nature referred to in clause (i)(A) above or any Obligor shall permit or suffer to exist the appointment of an administrator, administrative receiver, receiver, receiver and manager, liquidator, provisional liquidator, trustee, custodian, conservator or other similar official described in clause (i)(B) above that, in either case, (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of fifteen (15) days or (C) is consented to or acquiesced in by such Obligor; or
(iii) there shall be commenced against any Obligor, whether before a court or other Governmental Authority, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof;
(iv) any Obligor shall become insolvent under Applicable Law or generally fail to pay, or shall admit in writing or otherwise its inability or unwillingness generally to pay, its debts as they become due; or
(v) any Obligor shall take any action authorizing or in furtherance of, any of the acts described in clause (i), (ii), (iii) or (iv) above;
Termination on Insolvency and Change of Control 43.1. The Authority may terminate the Contractor’s interest in the Framework Agreement with immediate effect by notice where in respect of the Contractor:
43.1.1. a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignation for the benefit of, its creditors;
43.1.2. a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation);
43.1.3. a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency ▇▇▇ ▇▇▇▇;
43.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets;
43.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given;
43.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇;
43.1.7. being a “small company” within the meaning of section 382 of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to schedule A1 to the Insolvency ▇▇▇ ▇▇▇▇;
43.1.8. a debt relief order is entered into; or
43.1.9. any event similar to those listed above occurs under the law of any other jurisdiction.
43.2. The Authority may terminate the Contractor’s interest in the Framework Agreement by notice with immediate effect within 6 months of:
43.2.1. being notified that a change of Control has occurred in accordance with clause 30 (Assignation and Change of Control); or
43.2.2. where no such notification has been given, the date that the Authority becomes aware of the change of control.
43.3. But the Authority may not terminate the Contractor’s interest in the Framework Agreement under clause 43.2 where approval of the change of control has been granted by notice by the Authority.
No Insolvency No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting the Company or any of its assets or properties, is pending or, to the knowledge of the Company, threatened. The Company has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such insolvency proceedings.
