Common use of Termination on Insolvency and Change of Control Clause in Contracts

Termination on Insolvency and Change of Control. 23.1.1 The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or 23.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or 23.1.1.7 being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 20.1.1 The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 20.1.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 20.1.1.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 20.1.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or 23.1.1.4 20.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 20.1.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 20.1.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or 23.1.1.7 20.1.1. 7 being a "small company" within the meaning of section 382(3Section 247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 27.1.1 The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 27.1.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 27.1.1.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 27.1.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or 23.1.1.4 27.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 27.1.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 27.1.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or 23.1.1.7 27.1.1.7 being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule schedule A1 of the Insolvency Act 1986; or 23.1.1.8 27.1.1.8 any event similar to those listed in clause 23.1.1.1 to27.1.1.1 to 27.1.1.7 occurs under the law of any other jurisdiction. 27.1.2 The Customer may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: 27.1.2.1 an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Supplier's creditors; or 27.1.2.2 a petition is presented and not dismissed within 14 days or order made for the Supplier's bankruptcy; or 27.1.2.3 a receiver, or similar officer is appointed over the whole or any part of the Supplier's assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or 27.1.2.4 the Supplier is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of Section 268 of the Insolvency Act 1986; or 27.1.2.5 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Supplier's assets and such attachment or process is not discharged within 14 days; or 27.1.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or 27.1.2.7 the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 27.1.3 The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Contract by notice in writing with immediate effect within six months of: 27.1.3.1 being notified that a Change of Control has occurred or is planned or in contemplation; or 27.1.3.2 where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. For the purposes of clause 27.1.3, the following shall be disregarded any transfer of shares or of any interest in shares by a person to its Affiliate where such transfer forms part of a bona fide reorganisation or restructuring.

Termination on Insolvency and Change of Control. 23.1.1 22.1.1 The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 22.1.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 22.1.1.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 22.1.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or 23.1.1.4 22.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 22.1.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 22.1.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or 23.1.1.7 22.1.1. 7 being a "small company" within the meaning of section 382(3) Section 382 of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 The Customer Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing to the Supplier where the Supplier Provider is a company and in respect of the Supplier:Provider:- 23.1.1.1 25.7.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 25.7.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 25.7.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section section 98 of the Insolvency Act 1986Xxx 0000; or 23.1.1.4 25.7.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 25.7.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 25.7.6 it is or becomes insolvent within the meaning of Section section 123 of the Insolvency Act 1986Xxx 0000; or 23.1.1.7 being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 48.1 The Customer Council may terminate the this Contract with immediate effect by giving notice in writing to the Supplier where the Supplier Provider is a company and in respect of the SupplierProvider: 23.1.1.1 48.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 48.1.2 a shareholders' ’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 48.1.3 a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' ’ meeting is convened pursuant to Section section 98 of the Insolvency Act 1986; or 23.1.1.4 48.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 48.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 48.1.6 it is or becomes insolvent within the meaning of Section section 123 of the Insolvency Act 1986; or 23.1.1.7 48.1 7 being a "“small company" ” within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or 23.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or 23.1.1.7 being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 toto 23.1.1.7 occurs under the law of any other jurisdiction. 23.1.2 The Customer may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: 23.1.2.1 an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Supplier's creditors; or 23.1.2.2 a petition is presented and not dismissed within 14 days or order made for the Supplier's bankruptcy; or 23.1.2.3 a receiver, or similar officer is appointed over the whole or any part of the Supplier's assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or 23.1.2.4 the Supplier is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of Section 268 of the Insolvency Act 1986; or 23.1.2.5 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Supplier's assets and such attachment or process is not discharged within 14 days; or 23.1.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or 23.1.2.7 the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 23.1.3 The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Act 1988 ("Change of Control"). The Customer may terminate the Contract by notice in writing with immediate effect within six months of: 23.1.3.1 being notified that a Change of Control has occurred; or 23.1.3.2 where no notification has been made, the date that the Customer becomes aware of the Change of Control, 23.1.3.3 but shall not be permitted to terminate where an Approval was granted prior to the Change of Control.

Termination on Insolvency and Change of Control. 23.1.1 57.1. The Customer Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing to the Supplier notice, where the Supplier is a company and in respect of the SupplierService Provider: 23.1.1.1 57.1.1. a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment assignation for the benefit of, its creditors; or; 23.1.1.2 57.1.2. a shareholders' ’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or; 23.1.1.3 57.1.3. a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' ’ meeting is convened pursuant to Section section 98 of the Insolvency Act 1986; or; 23.1.1.4 57.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 23.1.1.5 57.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or; 23.1.1.6 57.1.6. it is or becomes insolvent within the meaning of Section section 123 of the Insolvency Act 1986; or; 23.1.1.7 57.1. 7. being a "“small company" ” within the meaning of section 382(3) 382 of the Companies Act 2006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to;

Termination on Insolvency and Change of Control. 23.1.1 32.11.1 The Customer Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing to the Supplier where the Supplier is a company and in respect of the Supplier: 23.1.1.1 (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 (b) a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 (c) a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section section 98 of the Insolvency Act 1986; or 23.1.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 (e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 (f) it is or becomes insolvent within the meaning of Section section 123 of the Insolvency Act 1986; or 23.1.1.7 (g) being a "small company" within the meaning of section 382(3247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 (h) any event similar analogous to those listed in clause 23.1.1.1 toClauses 32.11.1(a) to Clause 32.11.1(g) (inclusive) occurs under the law of any other jurisdiction.

Termination on Insolvency and Change of Control. 23.1.1 40.1 The Customer Grantor may terminate the this Contract with immediate effect by giving notice in writing to the Supplier where the Supplier Contractor is a company and in respect of the SupplierContractor: 23.1.1.1 40.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 40.1.2 a shareholders' shareholders‟ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 40.1.3 a petition is presented for its winding up (which is not dismissed within 14 fourteen (14) days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' creditors‟ meeting is convened pursuant to Section 98 of the Insolvency Act 1986Xxx 0000; or 23.1.1.4 40.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 40.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 40.1.6 it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000; or 23.1.1.7 40.1. 7 being a "“small company" ” within the meaning of section 382(3Section 247(3) of the Companies Act 2006Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986Xxx 0000; or 23.1.1.8 any event similar to those listed in clause 23.1.1.1 to

Termination on Insolvency and Change of Control. 23.1.1 45.1.1. The Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the Supplier Contractor is a company and in respect of the SupplierContractor: 23.1.1.1 45.1.1.1. a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or 23.1.1.2 45.1.1.2. a shareholders' ’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 23.1.1.3 45.1.1.3. a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' ’ meeting is convened pursuant to Section section 98 of the Insolvency Act 1986; or 23.1.1.4 45.1.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 23.1.1.5 45.1.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 23.1.1.6 45.1.1.6. it is or becomes insolvent within the meaning of Section section 123 of the Insolvency Act 1986; or 23.1.1.7 45.1.1.7. being a "“small company" ” within the meaning of section 382(3247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 23.1.1.8 45.1.1.8. any event similar to those listed in clause 23.1.1.1 Clause 46.1.1.1 to