Common use of Termination and Withdrawal of Funding Clause in Contracts

Termination and Withdrawal of Funding. 8.1 Suspension of registration by Ofsted or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawn. 8.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement places. 8.4 Where notice is given by the Provider in accordance with clause 8.3, the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.5, may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children Partnership, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972. o In the circumstances specified in clause 8.10 following the service of a Notice to Suspend.

Termination and Withdrawal of Funding. 8.1 9.1 Suspension of registration by Ofsted or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 9.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawn. 8.3 9.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement places. 8.4 9.4 Where notice is given by the Provider in accordance with clause 8.3, 9.3 the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 9.5 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- sub-clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.59.5, may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children PartnershipChildren’s Board, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, provision (not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972. o In the circumstances specified in clause 8.10 9.10 following the service of a Notice to Suspend.

Termination and Withdrawal of Funding. 8.1 Suspension of registration by Ofsted or a 1. Any breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 Nottingham City Council following obligations will be deemed a fundamental breach which may terminate this Agreement forthwith by giving written notice immediately. 2. If the Provider ceases to be registered with Ofsted. The local authority will in this event require the Provider to repay any funding which may have been paid to them which relates to the period after the date the Provider ceases their registration with Ofsted. This may require the Provider to repay all of the funding paid to the Provider for the term in the event that funding is withdrawnwhich Ofsted registration ceases. 8.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where 3. Execution against the Provider chooses not to continue to offer free entitlement places. 8.4 Where notice is given or the making by the Provider in accordance with clause 8.3, the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order madeCreditors, or (except for the purposes of amalgamation or reconstruction) being a resolution for voluntary winding-up passed; o Or has a provisional liquidatorcompany, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.5, may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children Partnership, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in liquidation. 4. In relation to any contract Agreement with the Local Authority local authority, the Provider or any person employed by the Provider or acting on the Provider’s behalf behalf, shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 19721972 Section 117(2). 5. o In relation to any Agreement with the local authority, the Provider or any person employed by the Provider or acting on the Provider’s behalf, shall have committed any offence under the Bribery Act 2010, or shall have given any fee or reward the receipt of which is an offence under the Local Government Act 1972 Section 117(2). 6. In the circumstances specified event that the Provider fails to comply with any of the provisions set out in clause 8.10 following this Agreement or fails to observe any obligation under this Agreement and/or fails to comply with legislation or guidance including the service Statutory Guidance, or fails to provide information reasonably requested by the local authority within a reasonable timescale to support its monitoring of this Agreement, or in ensuring proper use of public funds, the Local Authority will issue an improvement notice to the Provider. The improvement notice specifies the breach, what must be done to remedy the breach and the timescale within which the breach must be remedied. If the breach is not remedied within the timescale specified, this may result in a termination of this Agreement with the Provider on giving 14 days written notice to them of the timescale of cancellation of funding. The Provider in such instances shall repay to the local authority all the funding paid to the Provider for the period after the improvement notice was issued. 7. In the event of a Notice failure to Suspendimprove performance, in the view of the local authority, to the equivalent of a Good Standard within 6 months of an Ofsted inspection resulting in a Satisfactory /Requires improvement standard or less (unless Ofsted have re-inspected the Provider and have issued a new Inspection Judgement of Good standard or above) will result in withdrawal of funding for 2 year old children making use of the Early education and childcare funding. The Local Authority will give the Provider 28 days written notice of such withdrawal of funding. 8. In the event of a failure to improve performance, in the view of the local authority, to the equivalent of a Satisfactory/Requires Improvement Standard within 6 months of an Ofsted inspection resulting in a Satisfactory /Requires improvement judgement or less (unless Ofsted have re-inspected the Provider and have issued a new Inspection Judgement of Satisfactory/Requires Improvement standard or above) will result in withdrawal of funding and removal from the Directory. The local authority will give the Provider 28 days written notice of any such withdrawal of funding. Once a Satisfactory Standard has been achieved the Provider must seek to obtain a good Ofsted standard or above and funding for 2 year old children meeting the criteria for the Early Education and Childcare may be withdrawn if improvement is not achieved within 6 months. The local Authority will give the provider 28 days written notice of such withdrawal of funding. 9. The local authority has discretion to withhold or withdraw funding from providers who are assessed as an Inadequate standard by Ofsted .The local authority will give the provider 28 days written notice of such withholding or withdrawal of funding. 10. In the event that the local authority’s statutory obligation and/or the funding for Early Education and Childcare substantially alters, the local authority may terminate this agreement by giving 6 months’ notice in writing to the Provider. 11. The Provider may terminate this agreement by giving at least 3 months / one full term of written notice to the local authority.

Termination and Withdrawal of Funding. 8.1 Suspension of registration by Ofsted or Childminder Agency, or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawnwithdrawn and the reason for withdrawing the funding. 8.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement places. 8.4 Where notice is given by the Provider in accordance with clause 8.3, the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free the early years entitlements at the Setting to enable them to make alternative arrangements. 8.5 In the event of closure the provider must gain approval from Nottingham City Council for permission to dispose of or transfer assets purchased with any funding given by Nottingham City Council. 8.6 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- sub-clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.5, 8.6 may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children Partnership, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, not just those accessing the free early years entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972. o In the circumstances specified in clause 8.10 following the service of a Notice to Suspend.;

Termination and Withdrawal of Funding. 8.1 Suspension of registration by Ofsted or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawn. 8.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement places. 8.4 Where notice is given by the Provider in accordance with clause 8.3, the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 In the event of closure the provider must gain approval from Nottingham City Council for permission to dispose of or transfer assets purchased with any funding given by Nottingham City Council. 8.6 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.5, 8.6 may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children Partnership, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972. o In the circumstances specified in clause 8.10 8.11 following the service of a Notice to Suspend.

Termination and Withdrawal of Funding. 8.1 9.1 Suspension of registration by Ofsted or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 9.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawn. 8.3 The Provider 9.3 Either party may at any time terminate the Agreement by giving Nottingham City Council to the other a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement placesterminate this Agreement. 8.4 9.4 Where notice is given by the Provider in accordance with clause 8.3, this occurs the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 9.5 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: circumstances:- o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- sub-clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986; o Or has an application made or notice of intention is given under the Insolvency Act 1986 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.59.5, may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children PartnershipChildren’s Board, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, provision (not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972. o In the circumstances specified in clause 8.10 following the service of a Notice to Suspend.

Termination and Withdrawal of Funding. 8.1 Suspension of registration by Ofsted or a breach of statutory requirements or safeguarding issues may result in the termination of the arrangement and withdrawal of funding. 8.2 Nottingham City Council may terminate this Agreement forthwith by giving written notice to the Provider in the event that funding is withdrawn. 8.3 The Provider may at any time terminate the Agreement by giving Nottingham City Council a minimum 90 days or a term’s notice (whichever is the greater) in writing, where the Provider chooses not to continue to offer free entitlement places. 8.4 Where notice is given by the Provider in accordance with clause 8.3, 8.3 the Provider shall give a minimum 90 days notice to the parents of all eligible children in receipt of free entitlements at the Setting to enable them to make alternative arrangements. 8.5 Nottingham City Council may terminate this Agreement forthwith by written notice in the following circumstances: o Where the Provider or (as the case may be) any director or proprietor of it, changes its location or composition of staffing in a way which seriously affects the ability of the Provider to provide the free entitlement places (but maternity or paternity leave taken by staff of the Provider under statutory or contractual entitlements shall be disregarded for the purposes of this sub- clause); o Or has any director or proprietor (as the case may be) convicted of an offence involving dishonesty; o Or becomes bankrupt or makes a composition or arrangement with creditors or has a proposal for voluntary arrangement for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986Xxx 0000; o Or has an application made or notice of intention is given under the Insolvency Act 1986 Xxx 0000 to appoint an administrative receiver or administrator or an administrative receiver or administrator is appointed; o Or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed; o Or has a provisional liquidator, receiver or manager appointed; or has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge; o Or is in circumstances which entitle the Court or a creditor, to appoint, or have appointed, a receiver, a manager, an administrator or administrative receiver or which entitle the Court to make a winding-up order; o Or ceases to carry on the whole of its business or threatens to cease the same or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 Xxx 0000 or if the Local Authority reasonably believes that any of the events noted in this sub-clause, 8.5, may occur; o Or commits a breach of any of its obligation under this Agreement as a result of which the image and reputation of the Local Authority, the Department for Education or the Provider have been seriously adversely affected; o Or merges with or is taken over by a company or partnership (unless such merger or takeover has no significant detriment to the performance of the free entitlement hours); o Or operates without the insurances required below. o Where the Provider has committed a material breach of any of its obligations under this Agreement and the material breach is capable of remedy and the Provider shall have failed to remedy it within such period specified in a written notice to the Provider specifying the material breach and requiring its remedy. (A material breach would include but is not limited to any ruling by the Nottingham City Safeguarding Children Partnership, Ofsted or other competent authority that the Provider and/or its staff have been engaged in actions or behaviours that put at risk the safeguarding or welfare of children in its provision, not just those accessing the free entitlements); o Or the material breach is not capable of remedy. o Where the Provider shall (i) have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or for having done or refrained from doing any action in relation to the obtaining for execution of this Agreement or any other agreement with the Local Authority; or (ii) for showing or forbearing to show, favour or disfavour to any person in relation to this Agreement or any other agreement with the Local Authority or if any like acts shall have been done by any person employed by the Provider or acting on the Provider’s behalf (whether with or without the knowledge of the Provider); or (iii) if in relation to any contract with the Local Authority the Provider or any person employed by the Provider or acting on the Provider’s behalf shall have committed any offence under the Bribery Act 2010 Xxxxxxx Xxx 0000 or any amendment of them; or (iv) shall have given any fee or reward the receipt of which is an offence under section 117(2) of the Local Government Act 1972Xxx 0000. o In the circumstances specified in clause 8.10 following the service of a Notice to Suspend.