Sub-Contracting and Change of Ownership. 9.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit. 9.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall: 9.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide; 9.2.2 be responsible for payments to that person; 9.2.3 remain solely responsible and liable to the Authority for any breach of the Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider; 9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and 9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements. 9.3 The Service Provider shall give notice to the Authority within 10 Business Days where : 9.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and 9.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and 9.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.
Appears in 7 contracts
Samples: Contract for Services, Contract for Services, Contract for Services
Sub-Contracting and Change of Ownership. 9.1
11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where shall:
9.3.1 there is 11.3.1 not without the prior written consent of the contracting Authority undergo any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 give notice to the Authority in the event that there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give such notice to the Authority if there is any change in the management personnel be given within 10 Business Days of the Service Provider, date on which alone or taken with any other such change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contracttakes effect.
Appears in 3 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
Sub-Contracting and Change of Ownership. 9.1 20.1 The Service Provider shall Contractor will not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit. In applying for the Authority’s prior written consent, the Contractor will provide the Authority with details of the relevant assignee or Sub-Contractor and that part of the Services to be assigned or sub-contracted, as applicable, together with such other information as the Authority may require.
9.2 20.2 Where the Service Provider Contractor sub-contracts all or any part of the Services to any person, the Service Provider shallContractor will:
9.2.1 20.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Contractor under the this Contract insofar as they relate to the Services or part of them (as the case may be) which that subSub-contractor Contractor is required to provide;
9.2.2 20.2.2 be responsible for payments to that person;; and
9.2.3 20.2.3 remain solely responsible and liable to the Authority for any act or omission, breach of the this Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any subSub-contractor Contractor to the same extent as if such act, omission, breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;Contractor.
9.2.4 without prejudice 20.3 Where the Contractor sub-contracts all or any part of the Services to any person, the provisions of Clause 12Contractor will, ensure compliance with the Bribery Act 2010 and any guidance issued if so required by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include Authority, procure that a term in each sub- contract requiring payment to be made by the Service Provider to the permitted sub-contractor within enters into a warranty agreement with the Authority substantially in the form specified period not exceeding 30 days from receipt of a valid invoice in Schedule 18 or in such other form as defined has been previously approved in writing by the sub- contract requirementsAuthority.
9.3 20.4 The Service Provider shall Contractor will give notice to the Authority within 10 Business ten (10) Working Days where where:
9.3.1 20.4.1 there is any change in the ownership or control of the Service Provider Contractor where such change relates to 50% or more of the issued share capital of the Service Provider; andContractor;
9.3.2 20.4.2 there is any change in the ownership or control of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 20.4.3 (in the case of an unincorporated Service ProviderContractor) give notice to the Authority if there is any change in the management personnel of the Service ProviderContractor, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Contractor.
20.5 Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 aboveClause 20.4, the Authority shall will have the right to terminate this Contract by written notice to the ContractContractor to be served within sixty (60) Working Days of receipt of the Contractor’s notice to the Authority under Clause 20.4, save that the Authority will not be entitled to exercise this right to terminate if it has given its prior written consent to such change.
Appears in 3 contracts
Samples: Supply, Installation and Maintenance Contract, Supply, Installation and Maintenance Contract, Supply, Installation and Maintenance Contract
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where shall:
9.3.1 there is 11.3.1 not without the prior written consent of the contracting Authority undergo any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 give notice to the Authority in the event that there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give such notice to the Authority if there is any change in the management personnel be given within 10 Business Days of the Service Provider, date on which alone or taken with any other such change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contracttakes effect.
Appears in 2 contracts
Samples: Framework Agreement for the Provision of Services, Framework Agreement for the Provision of Services
Sub-Contracting and Change of Ownership. 9.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 be responsible for payments to that person;
9.2.3 remain solely responsible and liable to the Authority for any breach of the Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 Xxxxxxx Xxx 0000 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 The Service Provider shall give notice to the Authority within 10 Business Days where :
9.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.
Appears in 1 contract
Samples: Contract for Services
Sub-Contracting and Change of Ownership. 9.1
13.1 The Service Provider Operator shall not assign or sub-contract all or any part of the Services Service without the prior written consent of the Authority identifying the relevant sub-contractor Administrator which may be refused or granted consent subject to such conditions as the Authority Administrator sees fit.
9.2 13.2 Where the Service Provider Operator sub-contracts all or any part of the Services Service to any person, the Service Provider Operator shall:
9.2.1 13.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Operator under the relevant Operator Contract insofar as they relate to the Services Service or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 13.2.2 be responsible for payments to that person;; and
9.2.3 13.2.3 remain solely responsible and liable to the Authority Administrator or the relevant Participating Borough for any breach of this Agreement or the relevant Operator Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services Service by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service ProviderOperator;
9.2.4 13.2.4 on or before the Agreement Commencement Date notify the Administrator in writing of the name, contact details and details of the legal representatives of any such sub-contractor (of any tier), to the extent that such information has not already been provided by the Operator to the Administrator under this Agreement;
13.2.5 promptly notify the Administrator in writing of any change to the information notified under Clause 13.2.4 and provide in writing the name, contact details and details of the legal representatives of each such sub-contractor (of any tier) who is engaged after the Agreement Commencement Date;
13.2.6 without prejudice to the provisions of Clause 1215, ensure compliance with the Bribery Act 2010 Xxxxxxx Xxx 0000 and any guidance issued by the Secretary of State under it when appointing any such sub-sub- contractor; and;
9.2.5 where the GLA is the Authority 13.2.7 include a term in each sub- sub-contract (of any tier):
13.2.7.1 requiring payment to be made by the Service Provider Operator, or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract, to the sub-contractor within a specified period not exceeding 30 thirty (30) days from receipt of a valid and undisputed invoice as defined by the sub- sub-contract requirements;
13.2.7.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Operator, or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements; and
13.2.7.3 entitling the Operator or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract to terminate that sub-contract if the relevant sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or labour law; and
13.2.7.4 a requirement that the sub-contractor includes a provision having the same effect as 13.2.7.3 above in any sub-contract it awards.
9.3 13.3 The Service Provider Operator shall give notice to the Authority Administrator within 10 ten (10) Business Days where :where:
9.3.1 13.3.1 there is any change in the ownership of the Service Provider Operator where such change relates to 50% or more of the issued share capital of the Service ProviderOperator; and
9.3.2 13.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 13.3.3 (in the case of an unincorporated Service ProviderOperator) give notice to the Authority Administrator if there is any change in the management personnel of the Service ProviderOperator, which alone or taken with any other change in management personnel not previously notified to the AuthorityAdministrator, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Operator.
13.4 Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 in Clause 13.3 above, the Authority shall have the right to terminate the ContractAgreement and all Operator Contracts in existence, in accordance with Clause 28.1.3.
Appears in 1 contract
Samples: Administration Agreement
Sub-Contracting and Change of Ownership. 9.1
10.1 The Service Provider Concessionaire shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority TfL identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority TfL sees fit.
9.2 10.2 Where the Service Provider Concessionaire sub-contracts all or any part of the Services to any person, the Service Provider Concessionaire shall:
9.2.1 10.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Concessionaire under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 10.2.2 be responsible for payments to that person;
9.2.3 10.2.3 remain solely responsible and liable to the Authority TfL for any breach of the Contract or any performance, non-performance, part-part- performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service ProviderConcessionaire;
9.2.4 10.2.4 without prejudice to the provisions of Clause 12, ensure 13.1,ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 10.3 The Service Provider Concessionaire shall give notice to the Authority TfL within 10 Business Days where :
9.3.1 10.3.1 there is any change in the ownership of the Service Provider Concessionaire where such change relates to 50% or more of the issued share capital of the Service Provider; andConcessionaire;
9.3.2 10.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and; or
9.3.3 10.3.3 (in the case of an unincorporated Service ProviderConcessionaire) give notice to the Authority if there is any change in the management personnel of the Service ProviderConcessionaire, which alone or taken with any other change in management personnel not previously notified to the AuthorityTfL, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Concessionaire.
10.3.4 Upon the occurrence of any of the events referred to at Clauses 9.3.1 10.3.1 – 9.3.3 10.3.3 above, the Authority TfL shall have the right to terminate the Contract.
Appears in 1 contract
Samples: Contract for Services Related to the Fleet Operator Recognition Scheme
Sub-Contracting and Change of Ownership. 9.1 10.1 The Service Provider Concessionaire shall not assign or sub-contract all or any part of the Services to any third party who is not a member of the Concessionaire Group without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 10.2 Where the Service Provider Concessionaire sub-contracts all or any part of the Services to any person, the Service Provider Concessionaire shall:
9.2.1 10.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Concessionaire under the Contract this Agreement insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 10.2.2 be responsible for payments to that person;
9.2.3 10.2.3 remain solely responsible and liable to the Authority for any breach of the Contract this Agreement or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-part- performance or delay in performance had been carried out by the Service ProviderConcessionaire;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 10.3 The Service Provider Concessionaire shall give notice to the Authority within 10 Business Days where :
9.3.1 10.3.1 there is any change in the ownership of the Service Provider Concessionaire where such change relates to 50% or more of the issued share capital of the Service ProviderConcessionaire being transferred outside of the Concessionaire Group; and
9.3.2 10.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel Company being transferred outside of the Service ProviderConcessionaire Group, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above10.3.1 and 10.3.2, and subject to Clause 27.6, the Authority shall have the right to terminate the Contractthis Agreement.
Appears in 1 contract
Samples: Wifi Enabling Agreement
Sub-Contracting and Change of Ownership. 9.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused refuse or granted grant consent subject to such conditions as the Authority sees fit.
9.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 be responsible for payments to that person;
9.2.3 remain solely responsible and liable to the Authority for any breach of the Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 on or before the Contract Commencement Date or the Service Commencement Date (whichever is the earlier), notify the Authority in writing of the name, contact details and details of the legal representatives of any such sub-contractor (of any tier), to the extent that such information has not already been provided by the Service Provider to the Authority under the Contract;
9.2.5 promptly notify the Authority in writing of any change to the information notified under Clause 9.2.4 and provide in writing the name, contact details and details of the legal representatives of each such sub-contractor (of any tier) who is engaged after the Contract Commencement Date or the Service Commencement Date (whichever is the earlier);
9.2.6 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and;
9.2.5 where the GLA is the Authority 9.2.7 include a term in each sub- sub-contract (of any tier):
9.2.7.1 requiring payment to be made by the Service Provider or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub- sub-contract requirements; and
9.2.7.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Service Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements.
9.3 The Service Provider shall give notice to the Authority within 10 Business Days where :
9.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.
Appears in 1 contract
Samples: Contract for Services
Sub-Contracting and Change of Ownership. 9.1 25.1 The Service Provider Contractor shall not assign or sub-contract all or any part of the Services nor this Contract without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit. In applying for the Authority’s prior written consent, the Contractor will provide the Authority with details of the relevant Sub-Contractor and that part of the Services to be sub-contracted, as applicable, together with such other information as the Authority may require.
9.2 25.2 Where the Service Provider Contractor sub-contracts all or any part of the Services to any person, the Service Provider shallContractor will:
9.2.1 25.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Contractor under the this Contract insofar as they relate to the Services or part of them (as the case may be) which that subSub-contractor Contractor is required to provide;
9.2.2 25.2.2 be responsible for payments to that person;; and
9.2.3 25.2.3 remain solely responsible and liable to the Authority for any act or omission, breach of the this Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any subSub-contractor Contractor to the same extent as if such act, omission, breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;Contractor.
9.2.4 without prejudice 25.3 Where the Contractor sub-contracts all or any part of the Services to any person, the provisions of Clause 12Contractor will, ensure compliance if so required by the Authority, procure that a permitted Sub-Contractor enters into a warranty agreement with the Bribery Act 2010 and any guidance issued Authority in the form reasonably requested by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirementsAuthority.
9.3 25.4 The Service Provider shall Contractor will give notice to the Authority within 10 ten (10) Business Days where where:
9.3.1 25.4.1 there is any change in the ownership or control of the Service Provider Contractor where such change relates to 50% or more of the issued share capital of the Service Provider; andContractor;
9.3.2 25.4.2 there is any change in the ownership or control of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 25.4.3 (in the case of an unincorporated Service ProviderContractor) give notice to the Authority if there is any change in the management personnel of the Service ProviderContractor, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Contractor.
25.5 Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 aboveClause 25.4, the Authority shall will have the right to terminate this Contract by giving not less than three (3) months’ but not more than eighteen (18) months’ written notice to the ContractContractor to be served within sixty (60) Business Days of receipt of the Contractor’s notice to the Authority under Clause 25.4, save that the Authority will not be entitled to exercise this right to terminate if it has given its prior written consent to such change.
Appears in 1 contract
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where shall:
9.3.1 there is 11.3.1 not without the prior written consent of the contracting Authority undergo any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 give notice to the Authority in the event that there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give such notice to the Authority if there is any change in the management personnel be given within 10 Business Days of the Service Provider, date on which alone or taken with any other such change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contracttakes effect.
Appears in 1 contract
Sub-Contracting and Change of Ownership. 9.1 12.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor MOPAC, which may be refused or granted consent subject to such conditions as the Authority MOPAC sees fit. For the avoidance of doubt any changes to the list of sub-contractors in Schedule 1 also require the prior written consent of MOPAC.
9.2 12.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 12.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 12.2.2 be responsible for payments to that person;
9.2.3 12.2.3 remain solely responsible and liable to the Authority MOPAC for any breach of the Contract or any performance, non-performance, part-part- performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 12.2.4 without prejudice to the provisions of Clause 1215, ensure compliance with the Bribery Act 2010 Xxxxxxx Xxx 0000 and any guidance issued by the Secretary of State under it when appointing any such sub-sub- contractor; and;
9.2.5 where the GLA is the Authority 12.2.5 include a term in each sub- sub-contract (of any tier):
12.2.5.1 requiring payment to be made by the Service Provider or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract, to the sub-sub- contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub-contract requirements;
12.2.5.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Provider, or (in respect of a sub- contract below the first tier) the payer under the relevant sub-contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements.;
9.3 The Service 12.2.5.3 entitling the Provider shall give notice or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract to terminate that sub-contract if the Authority within 10 Business Days where :
9.3.1 there is any change relevant sub-contractor fails to comply in the ownership performance of its contract with legal obligations in the fields of environmental, social or labour law;
12.2.5.4 a requirement that the sub-contractor includes a provision having the same effect as Clause 12.2.5.3 above in any sub-contract it awards;
12.2.5.5 a provision restricting the ability of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right sub-contractor to terminate the Contract.sub-contract without first informing the Authority and giving the Authority at least thirty
Appears in 1 contract
Samples: Services Contract
Sub-Contracting and Change of Ownership. 9.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 . Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 : ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 ; be responsible for payments to that person;
9.2.3 ; remain solely responsible and liable to the Authority for any breach of the Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 ; without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 and where the GLA is the Authority include a term in each sub- sub-contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- sub-contract requirements.
9.3 . The Service Provider shall give notice to the Authority within 10 Business Days where :
9.3.1 : there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 and there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 and (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.
Appears in 1 contract
Samples: Contract for Services
Sub-Contracting and Change of Ownership. 9.1 22.1 The Service Provider Contractor shall not assign or sub-contract all or any part of the Services nor this Contract without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit. In applying for the Authority’s prior written consent, the Contractor will provide the Authority with details of the relevant Sub-Contractor and that part of the Services to be sub-contracted, as applicable, together with such other information as the Authority may require.
9.2 22.2 Where the Service Provider Contractor sub-contracts all or any part of the Services to any person, the Service Provider shallContractor will:
9.2.1 22.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Contractor under the this Contract insofar as they relate to the Services or part of them (as the case may be) which that subSub-contractor Contractor is required to provide;
9.2.2 22.2.2 be responsible for payments to that person;; and
9.2.3 22.2.3 remain solely responsible and liable to the Authority for any act or omission, breach of the this Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any subSub-contractor Contractor to the same extent as if such act, omission, breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;Contractor.
9.2.4 without prejudice 22.3 Where the Contractor sub-contracts all or any part of the Services to any person, the provisions of Clause 12Contractor will, ensure compliance if so required by the Authority, procure that a permitted Sub-Contractor enters into a warranty agreement with the Bribery Act 2010 and any guidance issued Authority in the form reasonably requested by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirementsAuthority.
9.3 22.4 The Service Provider shall Contractor will give notice to the Authority within 10 ten (10) Business Days where where:
9.3.1 22.4.1 there is any change in the ownership or control of the Service Provider Contractor where such change relates to 50% or more of the issued share capital of the Service Provider; andContractor;
9.3.2 22.4.2 there is any change in the ownership or control of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 22.4.3 (in the case of an unincorporated Service ProviderContractor) give notice to the Authority if there is any change in the management personnel of the Service ProviderContractor, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Contractor.
22.5 Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 aboveClause 22.4, the Authority shall will have the right to terminate this Contract by giving not less than 4 weeks’ but not more than 18 months’ written notice to the ContractContractor to be served within sixty (60) Business Days of receipt of the Contractor’s notice to the Authority under Clause 22.4, save that the Authority will not be entitled to exercise this right to terminate if it has given its prior written consent to such change.
Appears in 1 contract
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 11.2.4 on or before the Agreement Commencement Date notify the Authority in writing of the name, contact details and details of the legal representatives of any such sub-contractor (of any tier), to the extent that such information has not already been provided by the Service Provider to the Authority under the Agreement;
11.2.5 promptly notify the Authority in writing of any change to the information notified under Clause 11.2.4 and provide in writing the name, contact details and details of the legal representatives of each such sub-contractor (of any tier) who is engaged after the Agreement Commencement Date;
11.2.6 without prejudice to the provisions of Clause 1214, ensure compliance with the Bribery Act 2010 Xxxxxxx Xxx 0000 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and;
9.2.5 where the GLA is the Authority 11.2.7 include a term in each sub- sub-contract (of any tier):
11.2.7.1 requiring payment to be made by the Service Provider Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract, to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub-contract requirements; and
11.2.7.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Service Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where where:
9.3.1 11.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 11.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.11.3.1 –
Appears in 1 contract
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 11.2.4 on or before the Agreement Commencement Date notify the Authority in writing of the name, contact details and details of the legal representatives of any such sub-contractor (of any tier), to the extent that such information has not already been provided by the Service Provider to the Authority under the Agreement;
11.2.5 promptly notify the Authority in writing of any change to the information notified under Clause 11.2.4 and provide in writing the name, contact details and details of the legal representatives of each such sub-contractor (of any tier) who is engaged after the Agreement Commencement Date;
11.2.6 without prejudice to the provisions of Clause 1215, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-sub- contractor; and;
9.2.5 where the GLA is the Authority 11.2.7 include a term in each sub- sub-contract (of any tier):
11.2.7.1 requiring payment to be made by the Service Provider Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract, to the sub-sub- contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub-contract requirements;
11.2.7.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Service Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant sub- contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements; and
11.2.7.3 entitling the Service Provider or (in respect of a sub- contract requirementsbelow the first tier) the payer under the relevant subcontract to terminate that sub-contract if the relevant sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or labour law; and
11.2.7.4 a requirement that the sub-contractor includes a provision having the same effect as Clause 11.2.7.3 above in any sub-contract it awards.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where where:
9.3.1 11.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 11.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.11.3.1 –
Appears in 1 contract
Samples: Framework Agreement
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 11.2.4 on or before the Agreement Commencement Date notify the Authority in writing of the name, contact details and details of the legal representatives of any such sub-contractor (of any tier), to the extent that such information has not already been provided by the Service Provider to the Authority under the Agreement;
11.2.5 promptly notify the Authority in writing of any change to the information notified under Clause 11.2.4 and provide in writing the name, contact details and details of the legal representatives of each such sub-contractor (of any tier) who is engaged after the Agreement Commencement Date;
11.2.6 without prejudice to the provisions of Clause 1215, ensure compliance with the Bribery Act 2010 Xxxxxxx Xxx 0000 and any guidance issued by the Secretary of State under it when appointing any such sub-sub- contractor; and;
9.2.5 where the GLA is the Authority 11.2.7 include a term in each sub- sub-contract (of any tier):
11.2.7.1 requiring payment to be made by the Service Provider Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant subcontract, to the sub-sub- contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub-contract requirements;
11.2.7.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Service Provider, or (in respect of a sub-contract below the first tier) the payer under the relevant sub- contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements; and
11.2.7.3 entitling the Service Provider or (in respect of a sub- contract requirementsbelow the first tier) the payer under the relevant subcontract to terminate that sub-contract if the relevant sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or labour law; and
11.2.7.4 a requirement that the sub-contractor includes a provision having the same effect as Clause 11.2.7.3 above in any sub-contract it awards.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where where:
9.3.1 11.3.1 there is any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 11.3.3 (in the case of an unincorporated Service Provider) give notice to the Authority if there is any change in the management personnel of the Service Provider, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contract.11.3.1 –
Appears in 1 contract
Samples: Framework Agreement
Sub-Contracting and Change of Ownership. 9.1 12.1 The Service Provider Recipient shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor MOPAC, which may be refused or granted consent subject to such conditions as the Authority XXXXX sees fit. For the avoidance of doubt any changes to the list of sub-contractors in Schedule 1 also require the prior written consent of MOPAC.
9.2 12.2 Where the Service Provider Recipient sub-contracts all or any part of the Services to any person, the Service Provider Recipient shall:
9.2.1 12.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Recipient under the Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 12.2.2 be responsible for payments to that person;
9.2.3 12.2.3 remain solely responsible and liable to the Authority MOPAC for any breach of the Contract or any performance, non-performance, part-part- performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service ProviderRecipient ;
9.2.4 12.2.4 without prejudice to the provisions of Clause 1215, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and;
9.2.5 where the GLA is the Authority 12.2.5 include a term in each sub- sub-contract (of any tier):
12.2.5.1 requiring payment to be made by the Service Provider Recipient or (in respect of a sub-contract below the first tier) the payer under the relevant sub-contract, to the sub-sub- contractor within a specified period not exceeding 30 days from receipt of a valid and undisputed invoice as defined by the sub-contract requirements;
12.2.5.2 a requirement that any invoices for payment submitted by the sub-contractor are considered and verified by the Recipient, or (in respect of a sub- contract below the first tier) the payer under the relevant sub-contract, in a timely manner and that any undue delay in doing so shall not in itself be sufficient justification for failing to treat an invoice as being valid and undisputed under the sub-contract requirements.;
9.3 12.2.5.3 entitling the Recipient or (in respect of a sub- contract below the first tier) the payer under the relevant subcontract to terminate that sub-contract if the relevant sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or labour law;
12.2.5.4 a requirement that the sub-contractor includes a provision having the same effect as Clause 12.2.5.3 above in any sub-contract it awards;
12.2.5.5 a provision restricting the ability of the sub- contractor to terminate the sub-contract without first informing the Authority and giving the Authority at least thirty (30) Business Days to discuss with the Recipient any issues raised by the sub-contractor;
12.2.5.6 a provision requiring the sub-contractor to notify MOPAC promptly in writing of any material non- payment or late payment of any sums properly due to the sub-contractor from the Recipient under the sub-contract, under a specified valid invoice and not subject to a genuine dispute. For the avoidance of doubt, XXXXX shall have no liability whatsoever in respect of, or in connection with, any such material non-payment or late payment by the Recipient to the sub-contractor;
12.2.5.7 a provision requiring the sub-contractor to provide all reasonable co-operation and assistance to MOPAC in connection with the monitoring of the performance of the Contract and/or the Services; and
12.2.5.8 any other provision as notified by XXXXX to the Recipient from time to time; and
12.2.6 comply with any guidance and, or codes of practice issued by XXXXX in relation to the fair and effective management of sub-contractors. Any breach by the Recipient of this clause
12.3 The Service Provider Recipient shall give notice to the Authority MOPAC within 10 Business Days where where:
9.3.1 12.3.1 there is any change in the ownership of the Service Provider Recipient where such change relates to 50% or more of the issued share capital of the Service ProviderRecipient; and
9.3.2 12.3.2 there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 12.3.3 (in the case of an unincorporated Service ProviderRecipient) give notice to the Authority MOPAC if there is any change in the management personnel of the Service ProviderRecipient, which alone or taken with any other change in management personnel not previously notified to the AuthorityMOPAC, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the ContractRecipient.
Appears in 1 contract
Samples: Services Contract
Sub-Contracting and Change of Ownership. 9.1 25.1 The Service Provider Contractor shall not assign or sub-contract all or any part of the Services nor this Contract without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit. In applying for the Authority’s prior written consent, the Contractor will provide the Authority with details of the relevant Sub-Contractor and that part of the Services to be sub-contracted, as applicable, together with such other information as the Authority may require.
9.2 25.2 Where the Service Provider Contractor sub-contracts all or any part of the Services to any person, the Service Provider shallContractor will:
9.2.1 25.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider Contractor under the this Contract insofar as they relate to the Services or part of them (as the case may be) which that subSub-contractor Contractor is required to provide;
9.2.2 25.2.2 be responsible for payments to that person;; and
9.2.3 25.2.3 remain solely responsible and liable to the Authority for any act or omission, breach of the this Contract or any performance, non-non- performance, part-performance or delay in performance of any of the Services by any subSub-contractor Contractor to the same extent as if such act, omission, breach, performance, non-performance, part-part- performance or delay in performance had been carried out by the Service Provider;Contractor.
9.2.4 without prejudice 25.3 Where the Contractor sub-contracts all or any part of the Services to any person, the provisions of Clause 12Contractor will, ensure compliance if so required by the Authority, procure that a permitted Sub-Contractor enters into a warranty agreement with the Bribery Act 2010 and any guidance issued Authority in the form reasonably requested by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirementsAuthority.
9.3 25.4 The Service Provider shall Contractor will give notice to the Authority within 10 ten (10) Business Days where where:
9.3.1 25.4.1 there is any change in the ownership or control of the Service Provider Contractor where such change relates to 50% or more of the issued share capital of the Service Provider; andContractor;
9.3.2 25.4.2 there is any change in the ownership or control of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, ; and
9.3.3 25.4.3 (in the case of an unincorporated Service ProviderContractor) give notice to the Authority if there is any change in the management personnel of the Service ProviderContractor, which alone or taken with any other change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Contractor.
25.5 Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 aboveClause 25.4, the Authority shall will have the right to terminate this Contract by giving not less than four (4) weeks’ but not more than eighteen (18) months’ written notice to the ContractContractor to be served within sixty (60) Business Days of receipt of the Contractor’s notice to the Authority under Clause 25.4, save that the Authority will not be entitled to exercise this right to terminate if it has given its prior written consent to such change.
Appears in 1 contract
Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority identifying the relevant sub-contractor which may be refused or granted consent subject to such conditions as the Authority sees fit.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority for any breach of the relevant Call-Off Contract or any performance, non-performance, part-part- performance or delay in performance of any of the Services by any sub-sub- contractor to the same extent as if such breach, performance, non-non- performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where shall:
9.3.1 there is 11.3.1 not without the prior written consent of the contracting Authority undergo any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 give notice to the Authority in the event that there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give such notice to the Authority if there is any change in the management personnel be given within 10 Business Days of the Service Provider, date on which alone or taken with any other such change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contracttakes effect.
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Sub-Contracting and Change of Ownership. 9.1 11.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority TfL identifying the relevant sub-sub- contractor which may be refused or granted consent subject to such conditions as the Authority TfL sees fit. Subject to the Service Provider complying with Schedule 2, Clause A9.1 TfL consents to the sub-contractors which the Service Provider appoints for use as at the Agreement Commencement Date.
9.2 11.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:
9.2.1 11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under the relevant Call-Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
9.2.2 11.2.2 be responsible for payments to that person;; and
9.2.3 11.2.3 remain solely responsible and liable to the Authority TfL for any breach of the relevant Call-Off Contract or any performance, non-performance, part-part- performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider;
9.2.4 without prejudice to the provisions of Clause 12, ensure compliance with the Bribery Act 2010 and any guidance issued by the Secretary of State under it when appointing any such sub-contractor; and
9.2.5 where the GLA is the Authority include a term in each sub- contract requiring payment to be made by the Service Provider to the sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub- contract requirements.
9.3 11.3 The Service Provider shall give notice to the Authority within 10 Business Days where shall:
9.3.1 there is 11.3.1 inform TfL by written notice of any change in the ownership of the Service Provider where such change relates to 50% or more of the issued share capital of the Service Provider; and
9.3.2 11.3.2 give notice to TfL in the event that there is any change in the ownership of the Holding Company where such change relates to 50% or more of the issued share capital of the Holding Company, and
9.3.3 (in the case of an unincorporated Service Provider) give such notice to the Authority if there is any change in the management personnel be given within 10 Business Days of the Service Provider, date on which alone or taken with any other such change in management personnel not previously notified to the Authority, equates to a change in the identity of 50% or more of the management personnel of the Service Provider. Upon the occurrence of any of the events referred to at Clauses 9.3.1 – 9.3.3 above, the Authority shall have the right to terminate the Contracttakes effect.
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Samples: Framework Agreement
