Default, Disruption and Termination. Termination on insolvency and change of control The CLIENT may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the CLIENT becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.
Appears in 2 contracts
Samples: Search and Related Services Framework Agreement, Search and Related Services Framework Agreement
Default, Disruption and Termination. Termination on insolvency and change of control The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDERProvider: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The SERVICE PROVIDER Provider shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the CLIENT Customer becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.
Appears in 1 contract
Samples: Framework Agreement
Default, Disruption and Termination. Termination on insolvency and change of control The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER: Service Provider:- a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ ' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ ' meeting is convened pursuant to section Section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or being a “"small company” " within the meaning of section Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any event similar to those listed in 9.1.1 Clause 8.1.1(a) - (a)-(gg) occurs under the law of any other jurisdiction. The SERVICE PROVIDER Customer may terminate the Contract with immediate effect by notice in writing where the Service Provider is an individual and: an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Service Provider's creditors; or a petition is presented and not dismissed within 14 days or order made for the Service Provider's bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Service Provider's assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or the Service Provider is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of Section 268 of the Insolvency Act 1986; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Service Provider's assets and such attachment or process is not discharged within 14 days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Service Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. The Service Provider shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 (“change "Change of control”Control"). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change Change of control Control has occurred; or where no notification has been made, the date that the CLIENT Customer becomes aware of the change Change of control, Control; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.
Appears in 1 contract
Samples: Framework Agreement
Default, Disruption and Termination. Termination on insolvency and change of control The CLIENT may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986Xxx 0000; or being a “small company” within the meaning of section 247(3) of the Companies Act 1985Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986Xxx 0000; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 Xxx 0000 (“change of control”). The CLIENT may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the CLIENT becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.
Appears in 1 contract
Samples: Executive Search and Related Services Framework Agreement