Common use of Breach and Termination of Contract Clause in Contracts

Breach and Termination of Contract. 26.1 Without prejudice to the Authority’s right to terminate at common law, the Authority may terminate the Contract immediately upon giving notice to the Service Provider if: 26.1.1 except as provided in and without prejudice to Clauses 26.1.3, the Service Provider has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; 26.1.2 the Service Provider is subject to an Insolvency Event; 26.1.3 in the event that there is a change of ownership referred to in clause 9.3 or the Service Provider is in breach of Clause 9.3; 26.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 10; 26.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 26.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Contract Regulations 2006. 26.2 Without prejudice to any of the Authority's other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 6 and/or any of its other obligations in respect of the Services under the Contract, the Service Provider shall, if required to do so by the Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 26.2 shall prevent the Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority so procures any Services or any remedial action, the Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Authority and attributable to the Authority procuring such Services or remedial action from such alternative contractor. 26.3 Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 Without prejudice to the Authority’s right to terminate the Contract under Clause 26.1 or to terminate at common law, the Authority may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 may be disapplied by notice to that effect in Schedule 1. 26.5 Without prejudice to the Authority’s right to terminate the Contract under Clauses 26.1, 26.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 28. 26.6 To the extent that the Authority has a right to terminate the Contract under this Clause 26 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority may determine.

Breach and Termination of Contract. 26.1 Without prejudice to the Authority’s right to terminate at common law, the Authority may terminate the Contract immediately upon giving notice to the Service Provider if: 26.1.1 except as provided in In addition and without prejudice to Clauses 26.1.326.1.2 to 26.1.6 (inclusive), the Service Provider has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; 26.1.2 the Service Provider is subject to an Insolvency Event; 26.1.3 in the event that there is a change of ownership referred to in clause Clause 9.3 or the Service Provider is in breach of Clause 9.3; 26.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 10; 26.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 26.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Contract Contracts Regulations 20062015. 26.2 Without prejudice to any of the Authority's other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider is in breach of any of its warranties and/or warranties, or obligations either under Clause 6 and/or or any other provision of its other obligations in respect of the Services under the this Contract, the Service Provider shall, if required to do so by the Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or and obligations. Nothing in this Clause 26.2 shall prevent the Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority so procures any Services or any remedial action, the Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Authority and attributable to the Authority procuring such Services or remedial action from such alternative contractor. 26.3 Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 Without prejudice to the Authority’s right to terminate the Contract under Clause 26.1 or to terminate at common law, the Authority may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 may be disapplied by notice to that effect in Schedule 1. 26.5 Without prejudice to the Authority’s right to terminate the Contract under Clauses 26.1, 26.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 28. 26.6 To the extent that the Authority has a right to terminate the Contract under this Clause 26 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority may determine.

Breach and Termination of Contract. 26.1 Without prejudice to the Authority’s right to terminate at common law, the Authority may terminate the Contract immediately upon giving notice to the Service Provider if: 26.1.1 except as provided in and without prejudice to Clauses 26.1.3, the Service Provider has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; 26.1.2 the Service Provider is subject to an Insolvency Event; 26.1.3 in the event that there is a change of ownership referred to in clause 9.3 or the Service Provider is in breach of Clause 9.3; 26.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 10; 26.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010Xxxxxxx Xxx 0000; or 26.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Contract Regulations 2006. 26.2 Without prejudice to any of the Authority's other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 6 and/or any of its other obligations in respect of the Services under the Contract, the Service Provider shall, if required to do so by the Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 26.2 shall prevent the Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority so procures any Services or any remedial action, the Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Authority and attributable to the Authority procuring such Services or remedial action from such alternative contractor. 26.3 Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 Without prejudice to the Authority’s right to terminate the Contract under Clause 26.1 or to terminate at common law, the Authority may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 may be disapplied by notice to that effect in Schedule 1. 26.5 Without prejudice to the Authority’s right to terminate the Contract under Clauses 26.1, 26.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 28. 26.6 To the extent that the Authority has a right to terminate the Contract under this Clause 26 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority may determine.

Breach and Termination of Contract. 26.1 Without prejudice to the Authority’s right to terminate at common law, the Authority may terminate the Contract immediately upon giving notice to the Service Provider if: 26.1.1 : except as provided in and without prejudice to Clauses 26.1.3, the Service Provider has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; 26.1.2 ; the Service Provider is subject to an Insolvency Event; 26.1.3 ; in the event that there is a change of ownership referred to in clause 9.3 or the Service Provider is in breach of Clause 9.3; 26.1.4 ; the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 10; 26.1.5 ; the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 26.1.6 or the Service Provider commits any of the money laundering related offences listed in the Public Contract Regulations 2006. 26.2 . Without prejudice to any of the Authority's other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 6 and/or any of its other obligations in respect of the Services under the Contract, the Service Provider shall, if required to do so by the Authority, promptly remedy and/or re-re- perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 26.2 shall prevent the Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority so procures any Services or any remedial action, the Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Authority and attributable to the Authority procuring such Services or remedial action from such alternative contractor. 26.3 . Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 . Without prejudice to the Authority’s right to terminate the Contract under Clause 26.1 or to terminate at common law, the Authority may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 may be disapplied by notice to that effect in Schedule 1. 26.5 . Without prejudice to the Authority’s right to terminate the Contract under Clauses 26.1, 26.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 28. 26.6 . To the extent that the Authority has a right to terminate the Contract under this Clause 26 then, as an alternative to termination, the Authority may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the Authority’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges applicable with effect from the Change Date will be adjusted proportionately or if in the Authority’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority may determine.

Breach and Termination of Contract. 26.1 29.1 Without prejudice to the AuthorityXXXXX’s right to terminate at common law, the Authority MOPAC may terminate the Contract immediately upon giving notice to the Service Provider Recipient if: 26.1.1 except as provided in 29.1.1 In addition and without prejudice to Clauses 26.1.329.1.2 to 29.1.6 (inclusive), the Service Provider Recipient has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the AuthorityXXXXX) from the date of written notice to the Service Provider Recipient giving details of the breach and requiring it to be remedied; 26.1.2 29.1.2 the Service Provider Recipient is subject to an Insolvency Event; 26.1.3 29.1.3 in the event that there is a change of ownership referred to in clause 9.3 Clause 12.3 or the Service Provider Recipient is in breach of Clause 9.312.3; 26.1.4 the Authority 29.1.4 XXXXX is not satisfied on the issue of any conflict of interest in accordance with Clause 1013; 26.1.5 29.1.5 the Service Provider Recipient or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010; or 26.1.6 29.1.6 the Service Provider Recipient commits any of the money laundering related offences listed in the Public Contract Contracts Regulations 20062015; or 29.1.7 the Recipient fails to comply in the performance of the Services with legal obligations in the fields of environmental, social or labour law. 26.2 29.2 Without prejudice to any of the Authority's XXXXX’s other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider Recipient is in breach of any of its warranties and/or warranties, or obligations either under Clause 6 and/or or any other provision of its other obligations in respect of the Services under the this Contract, the Service Provider Recipient shall, if required to do so by the AuthorityMOPAC, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or and obligations. Nothing in this Clause 26.2 29.2 shall prevent the Authority XXXXX from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority MOPAC so procures any Services or any remedial action, the Authority MOPAC shall be entitled to recover from the Service Provider Recipient all additional cost, loss and expense incurred by the Authority XXXXX and attributable to the Authority MOPAC procuring such Services or remedial action from such alternative contractor. 26.3 29.3 Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 29.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 29.4 Without prejudice to the AuthorityXXXXX’s right to terminate the Contract under Clause 26.1 29.1 or to terminate at common law, the Authority MOPAC may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 29.4 may be disapplied by notice to that effect in Schedule 1. 26.5 29.5 Without prejudice to the AuthorityXXXXX’s right to terminate the Contract under Clauses 26.129.1, 26.4 29.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 2831. 26.6 29.6 To the extent that the Authority XXXXX has a right to terminate the Contract under this Clause 26 29 then, as an alternative to termination, the Authority MOPAC may by giving notice to the Service Provider Recipient require the Service Provider Recipient to provide part only of the Services with effect from the date specified in the AuthorityXXXXX’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges Fees applicable with effect from the Change Date will be adjusted proportionately or if in the AuthorityXXXXX’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority MOPAC may determine.

Breach and Termination of Contract. 26.1 29.1 Without prejudice to the AuthorityMOPAC’s right to terminate at common law, the Authority MOPAC may terminate the Contract immediately upon giving notice to the Service Provider if: 26.1.1 except as provided in 29.1.1 In addition and without prejudice to Clauses 26.1.329.1.2 to 29.1.6 (inclusive), the Service Provider has committed any material or persistent breach of the Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the AuthorityMOPAC) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; 26.1.2 29.1.2 the Service Provider is subject to an Insolvency Event; 26.1.3 29.1.3 in the event that there is a change of ownership referred to in clause 9.3 Clause 12.3 or the Service Provider is in breach of Clause 9.312.3; 26.1.4 the Authority 29.1.4 MOPAC is not satisfied on the issue of any conflict of interest in accordance with Clause 1013; 26.1.5 29.1.5 the Service Provider or any of its officers, employees or agents commits any act of bribery described in the Bribery Act 2010Xxxxxxx Xxx 0000; or 26.1.6 29.1.6 the Service Provider commits any of the money laundering related offences listed in the Public Contract Contracts Regulations 20062015; or 29.1.7 the Provider fails to comply in the performance of the Services with legal obligations in the fields of environmental, social or labour law. 26.2 29.2 Without prejudice to any of the Authority's MOPAC’s other rights, powers or remedies (whether under the Contract or otherwise) if the Service Provider is in breach of any of its warranties and/or warranties, or obligations either under Clause 6 and/or or any other provision of its other obligations in respect of the Services under the this Contract, the Service Provider shall, if required to do so by the AuthorityMOPAC, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or and obligations. Nothing in this Clause 26.2 29.2 shall prevent the Authority MOPAC from procuring the provision of any Services or any remedial action in respect of any Services from an alternative contractor and, where the Authority MOPAC so procures any Services or any remedial action, the Authority MOPAC shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Authority MOPAC and attributable to the Authority MOPAC procuring such Services or remedial action from such alternative contractor. 26.3 29.3 Neither Party shall be deemed to be in breach of the Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose and is having a material adverse effect on either Party’s performance of its obligations under the Contract (“the Affected Party”), then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Innocent Party”) may terminate the Contract immediately upon giving notice to the Affected Party. If the Contract is terminated in accordance with this Clause 26.3 29.3 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Innocent Party by reason of such termination. 26.4 29.4 Without prejudice to the AuthorityMOPAC’s right to terminate the Contract under Clause 26.1 29.1 or to terminate at common law, the Authority MOPAC may terminate the Contract at any time without cause subject to giving the Service Provider written notice of the period specified in Schedule 1, provided that this Clause 26.4 29.4 may be disapplied by notice to that effect in Schedule 1. 26.5 29.5 Without prejudice to the AuthorityMOPAC’s right to terminate the Contract under Clauses 26.129.1, 26.4 29.4 or at common law, the Authority may terminate the Contract at any time following a Declaration of Ineffectiveness in accordance with the provisions of Clause 2831. 26.6 29.6 To the extent that the Authority MOPAC has a right to terminate the Contract under this Clause 26 29 then, as an alternative to termination, the Authority MOPAC may by giving notice to the Service Provider require the Service Provider to provide part only of the Services with effect from the date specified in the AuthorityMOPAC’s notice (“Change Date”) whereupon the provision of the remainder of the Services will cease and the definition of “the Services” shall be construed accordingly. The Charges Fees applicable with effect from the Change Date will be adjusted proportionately or if in the AuthorityMOPAC’s opinion a proportionate adjustment would not be reasonable in such manner as the Authority MOPAC may determine.