Common use of Disruption and Termination Clause in Contracts

Disruption and Termination. Termination on insolvency and change of control The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a proposal is made for a voluntary arrangement within Part I of the Insolvency 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 Xxx 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 Xxx 0000; or being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000; 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 Contractor’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 Xxxxxxxx Xxx 0000; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an application for an interim order is made pursuant to Section 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of his assets. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000; or a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000; or a receiver, or similar officer is appointed over the whole of any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. References to the Insolvency Xxx 0000 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The Contractor shall notify the Client immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“Change of Control”). The Client may terminate the Contract by notice in writing with immediate effect within six 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. Termination on Default Either Party may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party commits a Default and: has not remedied the Default to the satisfaction of the injured Party within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured Party, capable of remedy; or the Default is a material breach of the Contract. In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. If the Client fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client in writing of such failure to pay. If the Client fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client exercising its rights under Clause B3 (Recovery of Sums Due).

Disruption and Termination. Termination on insolvency and change of control The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 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 Xxx 0000Act 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 Xxx 0000Act 1986; or being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986; or any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000Act 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 Contractor’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 Xxxxxxxx Xxx 0000Capacity Act 2005; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an application for an interim order is made pursuant to Section 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of his assets. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000Act 1986; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000Act 1986; or a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000Act 1986; or a receiver, or similar officer is appointed over the whole of any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000Act 1986; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986. References to the Insolvency Xxx 0000 Act 1986 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The Contractor shall notify the Client immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change of Control”). The Client may terminate the Contract by notice in writing with immediate effect within six 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. Termination on Default Either Party may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party commits a Default and: has not remedied the Default to the satisfaction of the injured Party within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured Party, capable of remedy; or the Default is a material breach of the Contract. In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. If the Client fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client in writing of such failure to pay. If the Client fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client exercising its rights under Clause B3 (Recovery of Sums Due).

Disruption and Termination. Termination on insolvency Change of Control and change of control Insolvency The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a - ‫a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 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-winding up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction reorganisation or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 fourteen (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 Xxx 0000Act 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 Xxx 0000Act 1986; or being a “small company” within the meaning of section 247(3) 382 of the Companies Xxx 0000Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986; or any event similar to those listed in G1.1(a)-(g) clause 36.1.1 to 36.1.7 occurs under the Law law of any other jurisdiction. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a petition is presented and not dismissed within 14 fourteen (14) days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000Act 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 Contractor’s assets and such attachment or process is not discharged within 14 fourteen (14) days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. Capacity Act 2005 The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, with or assignment for the benefit of, of its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration ay administrative order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer officer, is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an ‫an application for an interim order is made pursuant to Section sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, of his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer officer, is appointed over the whole or any part of his assets. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000Act 1986; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000Act 1986; or a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days or of its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000Act 1986; or a receiver, or similar officer officer, is appointed over the whole of or any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000Act 1986; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. Act 1986 References to the Insolvency Xxx 0000 Act 1986 in Clause G1.3(a) clause 36.4.1 shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The ‫The Contractor shall notify the Client Authority immediately if the Contractor undergoes of a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change "change of Control”control"). The Client Where in the reasonable opinion of the Authority the change is likely to result in an adverse effect on the provision of the Goods or Services the Authority 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 Authority becomes aware of the Change change of Controlcontrol, but shall not be permitted to terminate where an Approval was granted prior to the Change change of Controlcontrol. Termination on Default Either Party The Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party Contractor commits a Default andand if: ‫the Contractor has not remedied the Default to the satisfaction of the injured Party Authority within 25 ten (10) Working Days Days, or such other period as may be agreed between specified by the PartiesAuthority, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured PartyAuthority, capable of remedy; or the Default is a material breach of the Contract. In ‫In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client provide a full credit in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1Default. If the Client Authority fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client Authority in writing of such failure to pay. If the Client Authority fails to pay such undisputed sums within 90 ninety (90) Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client Authority exercising its rights under Clause B3 (Recovery of Sums Due)clause 12.1.

Disruption and Termination. Termination on insolvency Change of Control and change of control Insolvency The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a - ‫a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 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-winding up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction reorganisation or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 fourteen (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 Xxx 0000Act 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 Xxx 0000Act 1986; or being a “small company” within the meaning of section 247(3) 382 of the Companies Xxx 0000Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986; or any event similar to those listed in G1.1(a)-(g) clause 36.1.1 to 36.1.7 occurs under the Law law of any other jurisdiction. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a debt relief order or a debt restriction order has been made in respect of him; or a petition is presented and not dismissed within 14 fourteen (14) days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000Act 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 Contractor’s assets and such attachment or process is not discharged within 14 fourteen (14) days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. Capacity Act 2005 The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, with or assignment for the benefit of, of its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration ay administrative order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer officer, is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an ‫an application for an interim order is made pursuant to Section sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, of his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer officer, is appointed over the whole or any part of his assets. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000Act 1986; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000Act 1986; or a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days or of its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000Act 1986; or a receiver, or similar officer officer, is appointed over the whole of or any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000Act 1986; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. Act 1986 References to the Insolvency Xxx 0000 Act 1986 in Clause G1.3(a) clause 36.4.1 shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The ‫The Contractor shall notify the Client Authority immediately if the Contractor undergoes of a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change "change of Control”control"). The Client Where in the reasonable opinion of the Authority the change is likely to result in an adverse effect on the provision of the Goods or Services the Authority 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 Authority becomes aware of the Change change of Controlcontrol, but shall not be permitted to terminate where an Approval was granted prior to the Change change of Controlcontrol. Termination on Default Either Party The Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party Contractor commits a Default andand if: ‫the Contractor has not remedied the Default to the satisfaction of the injured Party Authority within 25 ten (10) Working Days Days, or such other period as may be agreed between specified by the PartiesAuthority, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured PartyAuthority, capable of remedy; or the Default is a material breach of the Contract. In ‫In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client provide a full credit in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1Default. If the Client Authority fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client Authority in writing of such failure to pay. If the Client Authority fails to pay such undisputed sums within 90 ninety (90) Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client Authority exercising its rights under Clause B3 (Recovery of Sums Due)clause 12.1.

Disruption and Termination. Termination on insolvency Change of Control and change of control Insolvency The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a - ‫a proposal is made for a voluntary arrangement within Part I of the Insolvency 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-winding up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction reorganisation or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 fourteen (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 Xxx 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 Xxx 0000; or being a “small company” within the meaning of section 247(3) 382 of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or any event similar to those listed in G1.1(a)-(g) clause 36.1.1 to 36.1.7 occurs under the Law law of any other jurisdiction. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections sections 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a debt relief order or a debt restriction order has been made in respect of him; or a petition is presented and not dismissed within 14 fourteen (14) days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000; 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 Contractor’s assets and such attachment or process is not discharged within 14 fourteen (14) days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 0000 The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, with or assignment for the benefit of, of its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration ay administrative order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer officer, is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an ‫an application for an interim order is made pursuant to Section sections 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, of his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer officer, is appointed over the whole or any part of his assets. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000; or a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days or of its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000; or a receiver, or similar officer officer, is appointed over the whole of or any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. 0000 References to the Insolvency Xxx 0000 in Clause G1.3(a) clause 36.4.1 shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The ‫The Contractor shall notify the Client Authority immediately if the Contractor undergoes of a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change "change of Control”control"). The Client Where in the reasonable opinion of the Authority the change is likely to result in an adverse effect on the provision of the Goods or Services the Authority 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 Authority becomes aware of the Change change of Controlcontrol, but shall not be permitted to terminate where an Approval was granted prior to the Change change of Controlcontrol. Termination on Default Either Party The Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party Contractor commits a Default andand if: ‫the Contractor has not remedied the Default to the satisfaction of the injured Party Authority within 25 ten (10) Working Days Days, or such other period as may be agreed between specified by the PartiesAuthority, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured PartyAuthority, capable of remedy; or the Default is a material breach of the Contract. In ‫In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client provide a full credit in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1Default. If the Client Authority fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client Authority in writing of such failure to pay. If the Client Authority fails to pay such undisputed sums within 90 ninety (90) Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client Authority exercising its rights under Clause B3 (Recovery of Sums Due)clause 12.1.

Disruption and Termination. G1 Termination on insolvency and change of control The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: control (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) 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 or (c) 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 Xxx 0000; or or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or or (e) 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 or (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or or (g) being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or or (h) any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. . G1.2 The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: : (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or or (b) a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or or (c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or or (d) the Contractor 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 Xxx 0000; or or (e) 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 Contractor’s assets and such attachment or process is not discharged within 14 days; or or (f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or or (g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. . G1.3 The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: : (a) a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) it is for any reason dissolved; or or (c) a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or or (d) a receiver, or similar officer is appointed over the whole or any part of its assets; or or (e) the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 as applied and modified by the Insolvent Partnerships Order 1994; or or (f) any of the following occurs in relation to any of its partners: : (i) an application for an interim order is made pursuant to Section 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or or (ii) a petition is presented for his bankruptcy; or or (iii) a receiver, or similar officer is appointed over the whole or any part of his assets. . G1.4 The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: : (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) it is for any reason dissolved; or or (c) an application 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 within Part II of the Insolvency Xxx 0000; or or (d) any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000; or or (e) a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000; or or (f) a receiver, or similar officer is appointed over the whole of any part of its assets; or or (g) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; or or (h) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. . G1.5 References to the Insolvency Xxx 0000 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 Xxx 0000 subordinate legislation. . G1.6 The Contractor shall notify the Client immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“Change of Control”). The Client may terminate the Contract by notice in writing with immediate effect within six Months of: : (a) being notified that a Change of Control has occurred; or or (b) 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. Termination on Default Either Party may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party commits a Default and: has not remedied the Default to the satisfaction of the injured Party within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured Party, capable of remedy; or the Default is a material breach of the Contract. In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. If the Client fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client in writing of such failure to pay. If the Client fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client exercising its rights under Clause B3 (Recovery of Sums Due).

Disruption and Termination. G1 Termination on insolvency and change of control The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: control (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) 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 or (c) 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 Xxx 0000; or or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or or (e) 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 or (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or or (g) being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or or (h) any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. . G1.2 The Client Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: : (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or or (b) a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or or (c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or or (d) the Contractor 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 Xxx 0000; or or (e) 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 Contractor’s assets and such attachment or process is not discharged within 14 days; or or (f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or or (g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. . G1.3 The Client Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: : (a) a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) it is for any reason dissolved; or or (c) a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or or (d) a receiver, or similar officer is appointed over the whole or any part of its assets; or or (e) the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 as applied and modified by the Insolvent Partnerships Order 1994; or or (f) any of the following occurs in relation to any of its partners: : (i) an application for an interim order is made pursuant to Section 252-253 of the Insolvency Xxx 0000 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or or (ii) a petition is presented for his bankruptcy; or or (iii) a receiver, or similar officer is appointed over the whole or any part of his assets. . G1.4 The Client Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: : (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or or (b) it is for any reason dissolved; or or (c) an application 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 within Part II of the Insolvency Xxx 0000; or or (d) any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000; or or (e) a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000; or or (f) a receiver, or similar officer is appointed over the whole of any part of its assets; or or (g) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; or or (h) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. . G1.5 References to the Insolvency Xxx 0000 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 Xxx 0000 subordinate legislation. . G1.6 The Contractor shall notify the Client Contracting Authority immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“Change of Control”). The Client Contracting Authority may terminate the Contract by notice in writing with immediate effect within six Months of: : (a) being notified that a Change of Control has occurred; or or (b) where no notification has been made, the date that the Client Contracting Authority 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. Termination on Default Either Party may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party commits a Default and: has not remedied the Default to the satisfaction of the injured Party within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured Party, capable of remedy; or the Default is a material breach of the Contract. In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. If the Client fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client in writing of such failure to pay. If the Client fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client exercising its rights under Clause B3 (Recovery of Sums Due).

Disruption and Termination. Termination on insolvency Change of Control and change of control Insolvency The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a - ‫‍a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 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-winding up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction reorganisation or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 fourteen (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 Xxx 0000Act 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 Xxx 0000Act 1986; or being a “small company” within the meaning of section 247(3) 382 of the Companies Xxx 0000Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986; or any event similar to those listed in G1.1(a)-(g) clause 36.1.1 to 36.1.7 occurs under the Law law of any other jurisdiction. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a debt relief order or a debt restriction order has been made in respect of him; or a petition is presented and not dismissed within 14 fourteen (14) days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000Act 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 Contractor’s assets and such attachment or process is not discharged within 14 fourteen (14) days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Xxxxxxxx Xxx 0000; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. Capacity Act 2005 The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, with or assignment for the benefit of, of its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration ay administrative order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer officer, is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an ‫‍an application for an interim order is made pursuant to Section sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, of his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer officer, is appointed over the whole or any part of his assets. The Client Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000Act 1986; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000Act 1986; or a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days or of its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000Act 1986; or a receiver, or similar officer officer, is appointed over the whole of or any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000Act 1986; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000. Act 1986 References to the Insolvency Xxx 0000 Act 1986 in Clause G1.3(a) clause 36.4.1 shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The ‫‍The Contractor shall notify the Client Authority immediately if the Contractor undergoes of a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change "change of Control”control"). The Client Where in the reasonable opinion of the Authority the change is likely to result in an adverse effect on the provision of the Goods or Services the Authority 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 Authority becomes aware of the Change change of Controlcontrol, but shall not be permitted to terminate where an Approval was granted prior to the Change change of Controlcontrol. Termination on Default Either Party The Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party Contractor commits a Default andand if: ‫‍the Contractor has not remedied the Default to the satisfaction of the injured Party Authority within 25 ten (10) Working Days Days, or such other period as may be agreed between specified by the PartiesAuthority, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured PartyAuthority, capable of remedy; or the Default is a material breach of the Contract. In ‫‍In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client provide a full credit in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1Default. If the Client Authority fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client Authority in writing of such failure to pay. If the Client Authority fails to pay such undisputed sums within 90 ninety (90) Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client Authority exercising its rights under Clause B3 (Recovery of Sums Due)clause 12.1.

Disruption and Termination. Termination on insolvency and change of control The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 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 Xxx 0000Act 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 Xxx 0000Act 1986; or being a “small company” within the meaning of section 247(3382 (3) of the Companies Xxx 0000Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986; or any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of the Contractor’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 Contractor 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 Xxx 0000Act 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 Contractor’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 Xxxxxxxx Xxx 0000Capacity Act 2005; or he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or a receiver, or similar officer is appointed over the whole or any part of its assets; or the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Xxx 0000 Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or any of the following occurs in relation to any of its partners: an application for an interim order is made pursuant to Section 252-253 of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or a petition is presented for his bankruptcy; or a receiver, or similar officer is appointed over the whole or any part of his assets. The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or it is for any reason dissolved; or an application 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 within Part II of the Insolvency Xxx 0000Act 1986; or any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Xxx 0000Act 1986; or a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Xxx 0000Act 1986; or a receiver, or similar officer is appointed over the whole of any part of its assets; or it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000Act 1986; or a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000Act 1986. References to the Insolvency Xxx 0000 Act 1986 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. The Contractor shall notify the Client immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 Act 1988 (“Change of Control”). The Client may terminate the Contract by notice in writing with immediate effect within six 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. Termination on Default Either Party may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the other Party with immediate effect if the other Party commits a Default and: has not remedied the Default to the satisfaction of the injured Party within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or the Default is not, in the opinion of the injured Party, capable of remedy; or the Default is a material breach of the Contract. In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Client in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. If the Client fails to pay the Contractor any undisputed sums of money when due, the Contractor shall notify the Client in writing of such failure to pay. If the Client fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Client exercising its rights under Clause B3 (Recovery of Sums Due).