Common use of CONSEQUENCES OF A FINANCIAL DISTRESS EVENT Clause in Contracts

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event of: the credit rating of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] dropping below the applicable Credit Rating Threshold; the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] issuing a profits warning to a stock exchange or making any other public announcement about a material deterioration in its financial position or prospects; there being a public investigation into improper financial accounting and reporting, suspected fraud or any other impropriety of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor]; the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] committing a material breach of covenant to its lenders; a Key Sub-Contractor notifying the Authority that the Supplier has not satisfied any sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] with respect to financial indebtedness or obligations under a service contract; non-payment by the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] of any financial indebtedness; any financial indebtedness of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] becoming due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Agreement;

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event of: the credit rating of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor dropping below the applicable Credit Rating Threshold; the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor issuing a profits warning to a stock exchange or making any other public announcement about a material deterioration in its financial position or prospects; there being a public investigation into improper financial accounting and reporting, suspected fraud or any other impropriety of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Framework Guarantor] or any Key Sub-Contractor]; the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor committing a material breach of covenant to its lenders; a Key Sub-Contractor notifying the Authority that the Supplier has not satisfied any sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor with respect to financial indebtedness or obligations under a service contract; non-payment by the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor of any financial indebtedness; any financial indebtedness of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor becoming due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Framework Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Framework Agreement;; then, immediately upon notification of the Financial Distress Event (or if the Authority becomes aware of the Financial Distress Event without notification and brings the event to the attention of the Supplier), the Supplier shall have the obligations and the Authority shall have the rights and remedies as set out in paragraphs 142.3 to 142.6. In the event of a late or non-payment of a Key Sub-Contractor pursuant to paragraph 142.1.5, the Authority shall not exercise any of its rights or remedies under paragraph 142.3 without first giving the Supplier ten (10) Working Days to: rectify such late or non-payment; or demonstrate to the Authority's reasonable satisfaction that there is a valid reason for late or non-payment. The Supplier shall (and shall procure that the Framework Guarantor and/or any relevant Key Sub-Contractor shall): at the request of the Authority meet the Authority as soon as reasonably practicable (and in any event within three (3) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing) to review the effect of the Financial Distress Event on the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement; and where the Authority reasonably believes (taking into account the discussions and any representations made under paragraph 142.3.1) that the Financial Distress Event could impact on the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement: submit to the Authority for its Approval, a draft Financial Distress Service Continuity Plan as soon as reasonably practicable (and in any event, within ten (10) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing); and provide such financial information relating to the Supplier or the Framework Guarantor as the Authority may reasonably require. The Authority shall not withhold its Approval of a draft Financial Distress Service Continuity Plan unreasonably. If the Authority does not approve the draft Financial Distress Service Continuity Plan, it shall inform the Supplier of its reasons and the Supplier shall take those reasons into account in the preparation of a further draft Financial Distress Service Continuity Plan, which shall be resubmitted to the Authority within five (5) Working Days of the rejection of the first or subsequent (as the case may be) drafts. This process shall be repeated until the Financial Distress Service Continuity Plan is Approved by the Authority or referred to the Dispute Resolution Procedure pursuant to paragraph 142.5. If the Authority considers that the draft Financial Distress Service Continuity Plan is insufficiently detailed to be properly evaluated, will take too long to complete or will not remedy the relevant Financial Distress Event, then it may either agree a further time period for the development and agreement of the Financial Distress Service Continuity Plan or escalate any issues with the draft Financial Distress Service Continuity Plan using the Dispute Resolution Procedure. Following Approval of the Financial Distress Service Continuity Plan by the Authority, the Supplier shall: on a regular basis (which shall not be less than monthly), review the Financial Distress Service Continuity Plan and assess whether it remains adequate and up to date to ensure the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement; where the Financial Distress Service Continuity Plan is not adequate or up to date in accordance with paragraph 142.6.1, submit an updated Financial Distress Service Continuity Plan to the Authority for its Approval, and the provisions of paragraphs 142.5 and 142.6 shall apply to the review and Approval process for the updated Financial Distress Service Continuity Plan; and comply with the Financial Distress Service Continuity Plan (including any updated Financial Distress Service Continuity Plan). Where the Supplier reasonably believes that the relevant Financial Distress Event under paragraph 142.1 (or the circumstance or matter which has caused or otherwise led to it) no longer exists, it shall notify the Authority and subject to the agreement of the Parties, the Supplier may be relieved of its obligations under paragraph 142.6.

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event ofA Financial Distress Event shall occur if: the Supplier's or the Framework Guarantor’s credit rating of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] dropping drops below the applicable relevant Credit Rating Threshold; or there is a material degradation in any financial ratios requested by the Supplier[, Authority pursuant to paragraph 46.3; or the Panel Guarantor/ [and Call Off Guarantor] Supplier or any Key Sub-Contractor] issuing the Framework Guarantor issues a profits warning to a stock exchange or making makes any other public announcement about a material deterioration in its financial position or prospects; or there being is a public investigation into improper financial accounting and and/or reporting, suspected fraud or any other impropriety of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Framework Guarantor] ; or any Key Sub-Contractor]; the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] committing Framework Guarantor commits a material breach of covenant covenants to its lenders; or any of the following occurs: a Key Sub-Contractor notifying notifies the Authority that the Supplier has not satisfied any material sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor with respect to financial indebtedness or financial obligations under a service Good and/or Service contract; non-the non payment by the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor of any financial indebtedness; any financial indebtedness of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] becoming Framework Guarantor becomes due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[Supplier or the Framework Guarantor, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Agreement;Framework Agreement or any Call Off Contracts. The Supplier shall have the obligations and the Authority shall have the rights and remedies set out in paragraphs 3.3 to 3.8 (inclusive) immediately upon notification of a Financial Distress Event (or if the Authority becomes aware of a Financial Distress Event without notification, upon it bringing the event to the attention of the Supplier) in addition to any rights the Authority may have under Clause 42 (Guarantee). In the event of a late or non-payment of a Sub-contractor pursuant to paragraph 47.1.6.1, the Authority shall not exercise any of its rights or remedies under paragraph 3.4 without first giving the Supplier ten (10) Working Days to: rectify such late or non-payment; or demonstrate to the Authority's reasonable satisfaction that there is a valid reason for late or non-payment. At the request of the Authority, the Supplier shall and shall procure that the Framework Guarantor shall: meet with the Authority as soon as reasonably practicable (and in any event within five (5) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing) to review the effect of the Financial Distress Event on the continued performance and delivery of the Services in accordance with this Framework Agreement and/or any Call Off Contracts; and where the Authority reasonably believes (taking into account the discussions and any representations made under paragraph 3.4.1 above) that the Financial Distress Event could impact on the continued performance and delivery of the Services in accordance with this Framework Agreement and/or any Call Off Contract, submit to the Authority for its Approval, a draft Financial Distress Service Continuity Plan as soon as possible, and, in any event, not later than ten (10) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the initial notification (or awareness) of the Financial Distress Event; and provide such financial information relating to the Supplier or the Framework Guarantor as the Authority may reasonably require. The Authority shall not withhold its Approval of a draft Financial Distress Service Continuity Plan unreasonably. If the Authority does not Approve the draft Financial Distress Service Continuity Plan it shall inform the Supplier of its reasons and the Supplier shall take those reasons into account in the preparation of a further draft Financial Distress Service Continuity Plan, which shall be resubmitted to the Authority within five (5) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the rejection of the first draft. This process shall be repeated until the Financial Distress Service Continuity Plan is Approved by the Authority or referred to the commercial negotiation process under paragraph 47.6 below. Without prejudice to any right of termination, if the Authority considers that the draft Financial Distress Service Continuity Plan is insufficiently detailed to be properly evaluated, will take too long to complete or will not remedy the Financial Distress Event complained of, then it may either agree in writing a further time period for the development and agreement of the Financial Distress Service Continuity Plan or escalate any issues with the draft Financial Distress Service Continuity Plan in accordance with paragraph 41 of Framework Schedule 13 (Framework Management). Following Approval of the Financial Distress Service Continuity Plan by the Authority, the Supplier shall: on a regular basis (which shall not be less than monthly), review the Financial Distress Service Continuity Plan and assess whether it remains adequate and up to date to ensure the continued performance and delivery of the Services in accordance with this Agreement and any Call Off Contracts; where the Financial Distress Service Continuity Plan is not adequate or up to date in accordance with paragraph 47.7.1 above, submit an updated Financial Distress Service Continuity Plan to the Authority for its Approval and the provisions of paragraphs 47.5 and 47.6 above shall apply to the review and approval process for the updated Financial Distress Service Continuity Plan; and comply with the Financial Distress Service Continuity Plan (including any updated Financial Distress Service Continuity Plan). Where the Supplier reasonably believes that the relevant Financial Distress Event under paragraph 47.1 above (or the circumstance or matter which has caused or otherwise led to it) no longer exists, it shall notify the Authority in writing and the Parties may agree in writing that the Supplier shall be relieved of its obligations under paragraph 47.7 above.

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event ofDistress Event shall occur if: the Supplier's or the Framework Guarantor’s credit rating of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] dropping drops below the applicable relevant Credit Rating Threshold; or there is a material degradation in any financial ratios requested by the Supplier[, Authority pursuant to paragraph 57.3; or the Panel Guarantor/ [and Call Off Guarantor] Supplier or any Key Sub-Contractor] issuing the Framework Guarantor issues a profits warning to a stock exchange or making makes any other public announcement about a material deterioration in its financial position or prospects; or there being is a public investigation into improper financial accounting and and/or reporting, suspected fraud or any other impropriety of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Framework Guarantor] ; or any Key Sub-Contractor]; the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] committing Framework Guarantor commits a material breach of covenant covenants to its lenders; or any of the following occurs: a Key Sub-Contractor notifying notifies the Authority that the Supplier has not satisfied any material sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor with respect to financial indebtedness or financial obligations under a service Good and/or Service contract; non-the non payment by the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] Framework Guarantor of any financial indebtedness; any financial indebtedness of the Supplier[, Supplier or the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] becoming Framework Guarantor becomes due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[Supplier or the Framework Guarantor, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Framework Agreement or any Call Off Agreements. The Supplier shall have the obligations and the Authority shall have the rights and remedies set out in paragraphs 58.3to 58.8(inclusive) immediately upon notification of a Financial Distress Event (or if the Authority becomes aware of a Financial Distress Event without notification, upon it bringing the event to the attention of the Supplier) in addition to any rights the Authority may have under Clause 42 (Guarantee). In the event of a late or non-payment of a Sub-contractor pursuant to paragraph 58.1.6.1, the Authority shall not exercise any of its rights or remedies under paragraph 57.4 without first giving the Supplier ten (10) Working Days to: rectify such late or non-payment; or demonstrate to the Authority's reasonable satisfaction that there is a valid reason for late or non-payment. At the request of the Authority, the Supplier shall and shall procure that the Framework Guarantor shall: meet with the Authority as soon as reasonably practicable (and in any event within five (5) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing) to review the effect of the Financial Distress Event on the continued performance and delivery of the Services in accordance with this Framework Agreement and/or any Call Off Agreements; and where the Authority reasonably believes (taking into account the discussions and any representations made under paragraph 58.4.1above) that the Financial Distress Event could impact on the continued performance and delivery of the Services in accordance with this Framework Agreement and/or any Call Off Agreement;, submit to the Authority for its Approval, a draft Financial Distress Service Continuity Plan as soon as possible, and, in any event, not later than ten (10) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the initial notification (or awareness) of the Financial Distress Event; and provide such financial information relating to the Supplier or the Framework Guarantor as the Authority may reasonably require. The Authority shall not withhold its Approval of a draft Financial Distress Service Continuity Plan unreasonably. If the Authority does not Approve the draft Financial Distress Service Continuity Plan it shall inform the Supplier of its reasons and the Supplier shall take those reasons into account in the preparation of a further draft Financial Distress Service Continuity Plan, which shall be resubmitted to the Authority within five (5) Working Days (or such other period as the Authority may permit and notify to the Supplier in writing) of the rejection of the first draft. This process shall be repeated until the Financial Distress Service Continuity Plan is Approved by the Authority or referred to the commercial negotiation process under paragraph 58.6 below. Without prejudice to any right of termination, if the Authority considers that the draft Financial Distress Service Continuity Plan is insufficiently detailed to be properly evaluated, will take too long to complete or will not remedy the Financial Distress Event complained of, then it may either agree in writing a further time period for the development and agreement of the Financial Distress Service Continuity Plan or escalate any issues with the draft Financial Distress Service Continuity Plan in accordance with paragraph 53 of Framework Schedule 13 (Framework Management). Following Approval of the Financial Distress Service Continuity Plan by the Authority, the Supplier shall: on a regular basis (which shall not be less than monthly), review the Financial Distress Service Continuity Plan and assess whether it remains adequate and up to date to ensure the continued performance and delivery of the Services in accordance with this Agreement and any Call Off Agreements; where the Financial Distress Service Continuity Plan is not adequate or up to date in accordance with paragraph 58.7.1 above, submit an updated Financial Distress Service Continuity Plan to the Authority for its Approval and the provisions of paragraphs 58.5 and 58.6 above shall apply to the review and approval process for the updated Financial Distress Service Continuity Plan; and comply with the Financial Distress Service Continuity Plan (including any updated Financial Distress Service Continuity Plan). Where the Supplier reasonably believes that the relevant Financial Distress Event under paragraph 58.1 above (or the circumstance or matter which has caused or otherwise led to it) no longer exists, it shall notify the Authority in writing and the Parties may agree in writing that the Supplier shall be relieved of its obligations under paragraph 58.7 above.

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event of: the credit rating of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] Guarantor or any Key Sub-Contractor] dropping below the applicable Credit Rating Threshold; the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] Guarantor or any Key Sub-Contractor] issuing a profits warning to a stock exchange or making any other public announcement about a material deterioration in its financial position or prospects; there being a public investigation into improper financial accounting and reporting, suspected fraud or any other impropriety of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor]; the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] Guarantor or any Key Sub-Contractor] committing a material breach of covenant to its lenders; a Key Sub-Contractor notifying the Authority that the Supplier has not satisfied any sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] with respect to financial indebtedness or obligations under a service contract; non-payment by the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] Guarantor or any Key Sub-Contractor] of any financial indebtedness; any financial indebtedness of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] Guarantor or any Key Sub-Contractor] becoming due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[, the Panel Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Framework Agreement;

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. In the event of: the credit rating of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] dropping below the applicable Credit Rating Threshold; the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] issuing a profits warning to a stock exchange or making any other public announcement about a material deterioration in its financial position or prospects; there being a public investigation into improper financial accounting and reporting, suspected fraud or any other impropriety of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor]; the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] committing a material breach of covenant to its lenders; a Key Sub-Contractor notifying the Authority that the Supplier has not satisfied any sums properly due under a specified invoice and not subject to a genuine dispute; or any of the following: commencement of any litigation against the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] with respect to financial indebtedness or obligations under a service contract; non-payment by the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] of any financial indebtedness; any financial indebtedness of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] becoming due as a result of an event of default; or the cancellation or suspension of any financial indebtedness in respect of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Framework Agreement;; then, immediately upon notification of the Financial Distress Event (or if the Authority becomes aware of the Financial Distress Event without notification and brings the event to the attention of the Supplier), the Supplier shall have the obligations and the Authority shall have the rights and remedies as set out in paragraphs 131.3 to 131.6. In the event of a late or non-payment of a Key Sub-Contractor pursuant to paragraph 131.1.5, the Authority shall not exercise any of its rights or remedies under paragraph 131.3 without first giving the Supplier ten (10) Working Days to: rectify such late or non-payment; or demonstrate to the Authority's reasonable satisfaction that there is a valid reason for late or non-payment. The Supplier shall [(and shall procure that the Framework Guarantor/ [and Call Off Guarantor] and/or any relevant Key Sub-Contractor shall)]: at the request of the Authority meet the Authority as soon as reasonably practicable (and in any event within three (3) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing) to review the effect of the Financial Distress Event on the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement; and where the Authority reasonably believes (taking into account the discussions and any representations made under paragraph 131.3.1) that the Financial Distress Event could impact on the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement: submit to the Authority for its Approval, a draft Financial Distress Service Continuity Plan as soon as reasonably practicable (and in any event, within ten (10) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Authority may permit and notify to the Supplier in writing); and provide such financial information relating to the Supplier [or the Framework Guarantor/ [and Call Off Guarantor]] as the Authority may reasonably require. The Authority shall not withhold its Approval of a draft Financial Distress Service Continuity Plan unreasonably. If the Authority does not approve the draft Financial Distress Service Continuity Plan, it shall inform the Supplier of its reasons and the Supplier shall take those reasons into account in the preparation of a further draft Financial Distress Service Continuity Plan, which shall be resubmitted to the Authority within five (5) Working Days of the rejection of the first or subsequent (as the case may be) drafts. This process shall be repeated until the Financial Distress Service Continuity Plan is Approved by the Authority or referred to the Dispute Resolution Procedure pursuant to paragraph 131.5. If the Authority considers that the draft Financial Distress Service Continuity Plan is insufficiently detailed to be properly evaluated, will take too long to complete or will not remedy the relevant Financial Distress Event, then it may either agree a further time period for the development and agreement of the Financial Distress Service Continuity Plan or escalate any issues with the draft Financial Distress Service Continuity Plan using the Dispute Resolution Procedure. Following Approval of the Financial Distress Service Continuity Plan by the Authority, the Supplier shall: on a regular basis (which shall not be less than monthly), review the Financial Distress Service Continuity Plan and assess whether it remains adequate and up to date to ensure the continued performance and delivery of the Goods and/or Services in accordance with this Framework Agreement; where the Financial Distress Service Continuity Plan is not adequate or up to date in accordance with paragraph 131.6.1, submit an updated Financial Distress Service Continuity Plan to the Authority for its Approval, and the provisions of paragraphs 131.5 and 131.6 shall apply to the review and Approval process for the updated Financial Distress Service Continuity Plan; and comply with the Financial Distress Service Continuity Plan (including any updated Financial Distress Service Continuity Plan). Where the Supplier reasonably believes that the relevant Financial Distress Event under paragraph 131.1 (or the circumstance or matter which has caused or otherwise led to it) no longer exists, it shall notify the Authority and subject to the agreement of the Parties, the Supplier may be relieved of its obligations under paragraph 131.6.

CONSEQUENCES OF A FINANCIAL DISTRESS EVENT. 3.1 In the event of: : 3.1.1 the credit rating of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] dropping below the applicable Credit Rating Threshold; ; 3.1.2 the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] Guarantor]r or any Key Sub-Contractor] issuing a profits warning to a stock exchange or making any other public announcement about a material deterioration in its financial position or prospects; ; 3.1.3 there being a public investigation into improper financial accounting and reporting, suspected fraud or any other impropriety of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor]; ; 3.1.4 the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] committing a material breach of covenant to its lenders; ; 3.1.5 a Key Sub-Contractor notifying the Authority Customer that the Supplier has not satisfied any sums properly due under a specified invoice and not subject to a genuine dispute; or or 3.1.6 any of the following: : a) commencement of any litigation against the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] with respect to financial indebtedness or obligations under a service contract; ; b) non-payment by the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] of any financial indebtedness; ; c) any financial indebtedness of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor] becoming due as a result of an event of default; or or d) the cancellation or suspension of any financial indebtedness in respect of the Supplier[, the Panel Framework Guarantor/ [and Call Off Guarantor] or any Key Sub-Contractor], in each case which the Authority Customer reasonably believes (or would be likely reasonably to believe) could directly impact on the continued performance and delivery of the Goods and/or Services in accordance with this Panel Agreement;Call Off Contract; then, immediately upon notification of the Financial Distress Event (or if the Customer becomes aware of the Financial Distress Event without notification and brings the event to the attention of the Supplier), the Supplier shall have the obligations and the Customer shall have the rights and remedies as set out in paragraphs 3.3 to 3.6. 3.2 In the event of a late or non-payment of a Key Sub-Contractor pursuant to paragraph 3.1.5, the Customer shall not exercise any of its rights or remedies under paragraph 3.3 without first giving the Supplier ten (10) Working Days to: 3.2.1 rectify such late or non-payment; or 3.2.2 demonstrate to the Customer's reasonable satisfaction that there is a valid reason for late or non-payment. 3.3 The Supplier shall [(and shall procure that the Framework Guarantor/ [and Call Off Guarantor] and/or any relevant Key Sub-Contractor shall)]: 3.3.1 at the request of the Customer meet the Customer as soon as reasonably practicable (and in any event within three (3) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Customer may permit and notify to the Supplier in writing) to review the effect of the Financial Distress Event on the continued performance and delivery of the Services in accordance with this Call Off Contract; and 3.3.2 where the Customer reasonably believes (taking into account the discussions and any representations made under paragraph 3.3.1) that the Financial Distress Event could impact on the continued performance and delivery of the Services in accordance with this Call Off Contract: a) submit to the Customer for its Approval, a draft Financial Distress Service Continuity Plan as soon as reasonably practicable (and in any event, within ten (10) Working Days of the initial notification (or awareness) of the Financial Distress Event or such other period as the Customer may permit and notify to the Supplier in writing); and b) provide such financial information relating to the Supplier [or the Framework Guarantor/ [and Call Off Guarantor] ]as the Customer may reasonably require. 3.4 The Customer shall not withhold its Approval of a draft Financial Distress Service Continuity Plan unreasonably. If the Customer does not approve the draft Financial Distress Service Continuity Plan, it shall inform the Supplier of its reasons and the Supplier shall take those reasons into account in the preparation of a further draft Financial Distress Service Continuity Plan, which shall be resubmitted to the Customer within five (5) Working Days of the rejection of the first or subsequent (as the case may be) drafts. This process shall be repeated until the Financial Distress Service Continuity Plan is Approved by the Customer or referred to the Dispute Resolution Procedure pursuant to paragraph 3.5. 3.5 If the Customer considers that the draft Financial Distress Service Continuity Plan is insufficiently detailed to be properly evaluated, will take too long to complete or will not remedy the relevant Financial Distress Event, then it may either agree a further time period for the development and agreement of the Financial Distress Service Continuity Plan or escalate any issues with the draft Financial Distress Service Continuity Plan using the Dispute Resolution Procedure.