Common use of DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT Clause in Contracts

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 and this clause 23 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 and this clause 23 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 Where there is any conflict between the provisions of clause 22.8 and this clause 23 and the contingency plan then the clauses of this Agreement shall take precedence. 23.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI the Trust will promptly notify the Supplier in writingContractor. The Parties agree that the provisions of clause 22.8 17.6 and this clause 23 18 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 . The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 . Consistent with UKRIthe Trust’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended)2015, in the event of a Public Procurement Termination Event, UKRI the Trust shall promptly notify the Supplier Contractor and the provisions of clause 22.8 17.6 and this clause 23 18 shall apply as from the date of receipt by the Supplier Contractor of the notification of the Public Procurement Termination Event. 23.4 . The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 . During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI the Trust may require the Supplier Contractor to prepare a contingency plan Contingency Plan with the effect of achieving: (a) An : an orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or any Services to UKRI the Trust or such other entity as UKRI the Trust may specify; and (b) Minimal and minimal disruption or inconvenience to UKRI the Trust or to UKRIthe Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 . Where there is any conflict between the provisions of clause 22.8 17.6 and this clause 23 18 and the contingency plan Contingency Plan then the clauses of this Agreement shall take precedence. 23.7 . The Parties parties will comply with their respective obligations under any contingency plan Contingency Plan (as agreed by the Partiesparties, or where agreement cannot be reached, as reasonably determined by UKRIthe Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 22.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier Service Provider in writing. The Parties agree that the provisions of clause 22.8 21.7 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 22.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 22.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier Service Provider and the provisions of clause 22.8 21.7 and this clause 23 22 shall apply as from the date of receipt by the Supplier Service Provider of the notification of the Public Procurement Termination Event. 23.4 22.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 22.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier Service Provider to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 22.6 Where there is any conflict between the provisions of clause 22.8 21.7 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 22.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 22.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 21.7 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 22.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 22.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 21.7 and this clause 23 22 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 22.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 22.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 22.6 Where there is any conflict between the provisions of clause 22.8 21.7 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 22.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI the Trust will promptly notify the Supplier in writingContractor. The Parties agree that the provisions of clause 22.8 27.6 and this clause 23 28 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 . The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 . Consistent with UKRIthe Trust’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended)2015, in the event of a Public Procurement Termination Event, UKRI the Trust shall promptly notify the Supplier Contractor and the provisions of clause 22.8 27.6 and this clause 23 28 shall apply as from the date of receipt by the Supplier Contractor of the notification of the Public Procurement Termination Event. 23.4 . The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 . During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI the Trust may require the Supplier Contractor to prepare a contingency plan Contingency Plan with the effect of achieving: (a) An : an orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or any Services to UKRI the Trust or such other entity as UKRI the Trust may specify; and (b) Minimal and minimal disruption or inconvenience to UKRI the Trust or to UKRIthe Trust’s supported organisations or clients, (the “Contingency Plan”), and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 . Where there is any conflict between the provisions of clause 22.8 27.6 and this clause 23 28 and the contingency plan Contingency Plan then the clauses of this Agreement shall take precedence. 23.7 . The Parties parties will comply with their respective obligations under any contingency plan Contingency Plan (as agreed by the Partiesparties, or where agreement cannot be reached, as reasonably determined by UKRIthe Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the Contingency Plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court court makes a Declaration of Ineffectiveness, UKRI will LS shall promptly notify the Supplier in writingService Provider. The Parties agree that the provisions of clause 22.8 Clause 13 and this clause 23 will continue to Clause 14 shall apply as from the time when date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness Ineffectiveness. Where there is made. 23.2 any conflict or discrepancy between the provisions of Clause 13 and this Clause 14 or the Cessation Plan, the provisions of this Clause 14 and the Cessation Plan shall prevail. The Declaration of Ineffectiveness will shall not prejudice or affect any right, liability or remedy which has accrued or will shall accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior Ineffectiveness. Without prejudice to the Declaration of Ineffectiveness. 23.3 Consistent with UKRI’s rights LS’srights of termination implied into the Agreement and any Contract by regulation 73(3) of the Public Agreements Contracts Regulations 2015 (as amended)or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, UKRI LS shall promptly notify the Supplier Service Provider and the Parties agree that the provisions of clause 22.8 13.4 and this clause 23 these clauses 14.3 to 14.7 (inclusive) shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 . If there is any conflict or discrepancy between the provisions of clause 13.4 and these clauses 14.3 to 14.7 or the Cessation Plan, the provisions of these clauses 14.3 to 14.7 and the Cessation Plan shall prevail. The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect Event. As from the date of receipt by the Service Provider of the period prior to the Public Procurement Termination Event. 23.5 During any Court proceedings seeking notification of a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, LS shall reasonably determine an appropriate Cessation Plan with the effect object of achieving: (a) An : an orderly and efficient cessation of the Agreement and relevant Contracts Services or (at LS’s request) a transition of the provisions of the Goods and/or Services to UKRI LS or such other entity as UKRI LS may specify; and (b) Minimal and minimal disruption or inconvenience to UKRI or LS, in accordance with the provisions of this clause 14 and to UKRI’s supported organisations or clients, and give effect to the Parties agree that this shall have effect in terms of the event a Declaration of Ineffectiveness is made or a the Public Procurement Termination Event occurs. 23.6 Where there is any conflict between Event. Upon agreement, or determination by LS, of the provisions of clause 22.8 and this clause 23 and Cessation Plan the contingency plan then the clauses of this Agreement shall take precedence. 23.7 The Parties will comply with their respective obligations under the Cessation Plan. LS shall pay the Services Provider’s reasonable costs in assisting LS in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any contingency plan (comparable costs or Charges agreed as agreed by the Parties, part of this Contract or where agreement cannot be reached, as otherwise reasonably determined by UKRI) LS. Provided that LS shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to this clause 14. The Service Provider will: keep the Confidential Information secret and will only disclose it in the event manner and to the extent expressly permitted by this Contract or otherwise as permitted by the terms of the disclosure; use the Confidential Information only to the extent necessary for the performance of its obligations under this Contract; only make such copies, notes, reports, analyses and recordings (in whatever media) that contain or are based on Confidential Information as are reasonably necessary for the purpose of complying with its obligations under this Contract; and keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those the Service Provider operates in relation to its own information which is by its nature confidential. The Service Provider may disclose Confidential Information: to such of the members of its group of companies and advisers who need access to that Confidential Information for the purpose of the Service Provider complying with its obligations under this Contract and will make each such person aware of the confidentiality obligations contained in this Contract. The Service Provider shall procure that any person to whom it discloses Confidential Information pursuant to this clause 15.2.1 shall not do or omit to do anything which if done or omitted to be done by the Service Provider would constitute a Declaration breach of Ineffectiveness is made this clause 15; to the extent required by law or a Public Procurement Termination Event occurscourt of competent jurisdiction or the rules of any listing authority, stock exchange, the Panel on Takeovers and Mergers or Regulatory Authority. Where reasonably practicable and lawful the Service Provider will give notice to LS in advance of such disclosure and will consult with LS as to the content, purpose and means of disclosure and will seek to make such disclosure subject to obligations of confidence consistent, so far as possible, with the terms of this clause 15. The Service Provider acknowledges and agrees that damages alone would not be an adequate remedy for breach of this clause 15 by the Service Provider. Accordingly, LS shall be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this clause 15 by the Service Provider.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 22.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 21.7 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 22.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 22.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 21.7 and this clause 23 22 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 22.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 22.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs., 23.6 22.6 Where there is any conflict between the provisions of clause 22.8 21.7 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 22.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 21.7 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 . The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 . Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 21.7 and this clause 23 22 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 . The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 . During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) : An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) and Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 . Where there is any conflict between the provisions of clause 22.8 21.7 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 . The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI ACE will promptly notify the Supplier in writingSupplier. The Parties agree that the provisions of clause 22.8 22.6 and this clause 23 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 Consistent with UKRIXXX’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended)2015, in the event of a Public Procurement Termination Event, UKRI ACE shall promptly notify the Supplier and the provisions of clause 22.8 22.6 and this clause 23 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI ACE may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An an orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or any Services to UKRI ACE or such other entity as UKRI ACE may specify; and (b) Minimal minimal disruption or inconvenience to UKRI ACE or to UKRIACE’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 Where there is any conflict between the provisions of clause 22.8 22.6 and this clause 23 and the contingency plan then the clauses of this Agreement shall take precedence. 23.7 The Parties will shall comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRIACE) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.8 ACE will pay the Supplier’s reasonable costs in assisting ACE in preparing agreeing and complying with the contingency plan. Such costs will be based on comparable costs or as otherwise reasonably determined by ACE. ACE will not be liable to the Supplier for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 22.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 21.6 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 22.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 22.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 21.6 and this clause 23 22 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 22.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 22.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 22.6 Where there is any conflict between the provisions of clause 22.8 21.6 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 22.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI the Trust will promptly notify the Supplier in writingContractor. The Parties agree that the provisions of clause 22.8 17.6 and this clause 23 18 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 . The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 . Consistent with UKRIthe Trust’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended)2015, in the event of a Public Procurement Termination Event, UKRI the Trust shall promptly notify the Supplier Contractor and the provisions of clause 22.8 17.6 and this clause 23 18 shall apply as from the date of receipt by the Supplier Contractor of the notification of the Public Procurement Termination Event. 23.4 . The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 . During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI the Trust may require the Supplier Contractor to prepare a contingency plan with the effect of achieving: (a) An : an orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or any Services to UKRI the Trust or such other entity as UKRI the Trust may specify; and (b) Minimal and minimal disruption or inconvenience to UKRI the Trust or to UKRIthe Trust’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 . Where there is any conflict between the provisions of clause 22.8 17.6 and this clause 23 18 and the contingency plan then the clauses of this Agreement shall take precedence. 23.7 . The Parties parties will comply with their respective obligations under any contingency plan (as agreed by the Partiesparties, or where agreement cannot be reached, as reasonably determined by UKRIthe Trust) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. The Trust will pay the Contractor’s reasonable costs in assisting the Trust in preparing agreeing and complying with the contingency plan. Such costs will be based on comparable costs or as otherwise reasonably determined by the Trust. The Trust will not be liable to the Contractor for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness or Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 24.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 23.8 and this clause 23 24 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 24.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 24.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 23.8 and this clause 23 24 shall apply as from the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 24.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 24.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 24.6 Where there is any conflict between the provisions of clause 22.8 23.8 and this clause 23 24 and the contingency plan then the clauses of this Agreement shall take precedence. 23.7 24.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 28.1 In the event that a Court court makes a Declaration of Ineffectiveness, UKRI will the Authority shall promptly notify the Supplier in writingService Provider. The Parties agree that the provisions of clause 22.8 Clause 27 and this clause 23 will continue Clauses 28.1 to 28.5 (inclusive) shall apply as from the time when date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness Ineffectiveness. Where there is madeany conflict or discrepancy between the provisions of Clause 27 and this Clauses 28.1 to 28.5 (inclusive) or the Cessation Plan, the provisions of this Clause 28.1 to 28.5 (inclusive) and the Cessation Plan shall prevail. 23.2 28.2 The Declaration of Ineffectiveness will shall not prejudice or affect any right, liability or remedy which has accrued or will shall accrue to either Party prior to or after such Declaration of Ineffectiveness in respect Ineffectiveness. 28.3 As from the date of receipt by the Service Provider of the period prior notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 28.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of Clauses 28.1 to 28.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 23.3 Consistent 28.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with UKRItheir respective obligations under the Cessation Plan. 28.5 The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to Clauses 28.1 to 28.5 (inclusive). 28.6 Without prejudice to the Authority's rights of termination implied into the Agreement and any Contract by regulation 73(3) of the Public Agreements Contracts Regulations 2015 (as amended)or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, UKRI TfL shall promptly notify the Supplier Service Provider and the Parties agree that the provisions of clause 22.8 Clause 27 and this clause 23 these Clauses 28.6 to 28.10 (inclusive) shall apply as from the date of receipt by the Supplier Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 27 and these Clauses 28.6 to 28.10 or the Cessation Plan, the provisions of these Clauses 28.6 to 28.10 and the Cessation Plan shall prevail. 23.4 28.7 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect Event. 28.8 As from the date of receipt by the Service Provider of the period prior notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, TfL shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.8.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 28.8.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of these Clauses 28.6 to 28.10 (inclusive) and to give effect to the terms of the Public Procurement Termination Event. 23.5 During any Court proceedings seeking a Declaration of Ineffectiveness 28.9 Upon agreement, or following notification of a Public Procurement Termination Eventdetermination by the Authority, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts or a transition of Cessation Plan the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs. 23.6 Where there is any conflict between the provisions of clause 22.8 and this clause 23 and the contingency plan then the clauses of this Agreement shall take precedence. 23.7 The Parties will comply with their respective obligations under the Cessation Plan. 28.10 The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any contingency plan (comparable costs or Charges agreed as agreed by the Parties, part of this Agreement or where agreement cannot be reached, as otherwise reasonably determined by UKRI) in the event Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a Declaration result of Ineffectiveness is made or a Public Procurement Termination Event occurs.the early termination of this Contract pursuant to these Clauses 28.6 to 28.10 (inclusive)

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 23.1 22.1 In the event that a Court makes a Declaration of Ineffectiveness, UKRI will promptly notify the Supplier in writing. The Parties agree that the provisions of clause 22.8 21.7 and this clause 23 22 will continue to apply as from the time when the Declaration of Ineffectiveness is made. 23.2 22.2 The Declaration of Ineffectiveness will not prejudice or affect any right, liability or remedy which has accrued or will accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 23.3 22.3 Consistent with UKRI’s rights of termination implied into the Agreement and any Contract by Public Agreements Contracts Regulations 2015 (as amended), in the event of a Public Procurement Termination Event, UKRI shall promptly notify the Supplier and the provisions of clause 22.8 21.7 and this clause 23 22 shall apply as from f rom the date of receipt by the Supplier of the notification of the Public Procurement Termination Event. 23.4 22.4 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 23.5 22.5 During any Court proceedings seeking a Declaration of Ineffectiveness or following notification of a Public Procurement Termination Event, UKRI may require the Supplier to prepare a contingency plan with the effect of achieving: (a) An orderly and efficient cessation of the Agreement and relevant Contracts Contract or a transition of the provisions of the Goods and/or Services to UKRI or such other entity as UKRI may specify; and (b) Minimal disruption or inconvenience to UKRI or to UKRI’s supported organisations or clients, and the Parties agree that this shall have effect in the event a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs., 23.6 22.6 Where there is any conflict between the provisions of clause 22.8 21.7 and this clause 23 22 and the contingency plan then the clauses of this Agreement Contract shall take precedence. 23.7 22.7 The Parties will comply with their respective obligations under any contingency plan (as agreed by the Parties, or where agreement cannot be reached, as reasonably determined by UKRI) in the event that a Declaration of Ineffectiveness is made or a Public Procurement Termination Event occurs.as