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

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by notice, where in respect of the Service Provider: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignation for the benefit of, its creditors; 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); 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; a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; 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; it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; being a “small company” within the meaning of section 382 of the Companies Act 2006, a moratorium comes into force pursuant to schedule A1 to the Insolvency Act 1986; a debt relief order is entered into; or any event similar to those listed above occurs under the law of any other jurisdiction. The Purchaser may terminate the Contract by notice with immediate effect within 6 months of: being notified that a change of Control has occurred in accordance with clause 32.2 (Change of Control); or where no such notification has been given, the date that the Purchaser becomes aware of the change of control. But the Purchaser may not terminate the Contract under clause 58.2 where approval of the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider Contractor shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by notice, where in respect of the Service ProviderContractor: 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 assignation for the benefit of, its creditors; 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); 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; a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; 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; it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; being a “small company” within the meaning of section 382 of the Companies Act 2006, a moratorium comes into force pursuant to schedule A1 to the Insolvency Act 1986; a debt relief order is entered into; or any event similar to those listed above occurs under the law of any other jurisdiction. The Purchaser may terminate the Contract by notice with immediate effect within 6 months of: being notified that a change of Control has occurred in accordance with clause 32.2 (Change of Control); or where no such notification has been given, the date that the Purchaser becomes aware of the change of control. But the Purchaser may not terminate the Contract under clause 58.2 57.2 where approval of the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Authority may terminate the Contract this Framework Agreement with immediate effect by notice, notice in writing where the Provider is a company and in respect of the Service Provider: Provider:- a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ ' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ ' meeting is convened pursuant to section Section 98 of the Insolvency Act 1986Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986Xxx 0000; or being a “"small company” " within the meaning of section 382 Section 382(3) of the Companies Act 2006Xxx 0000, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered intoXxx 0000; or any event similar to those listed above in Clause 23.3.1 to Clause 23.3.7 occurs under the law of any other jurisdiction. The Purchaser Provider shall notify the Authority immediately if the Provider undergoes a change of control within the meaning of Section 1124 of the Corporation Taxes Act 2010 ("Change of Control"). The Authority may terminate the Contract Framework Agreement by giving notice in writing to the Provider with immediate effect within 6 months of: six (6) Months of:- being notified that a change Change of Control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Authority becomes aware of the change Change of control. But the Purchaser may Control; but shall not terminate the Contract under clause 58.2 where approval of the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG be permitted to terminate where an Approval was granted prior to the Contract Change of Control or where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change Change of Control that has taken place. The SG might actually be duty bound to terminate under EU law is part of a bona fide reorganisation of Provider’s corporate group and where there is a no change of control. Earlier clause 33 requires in the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of ControlProvider’s ultimate holding company.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Authority may terminate the Contract this Framework Agreement with immediate effect by notice, notice in writing where the Service Provider is a company and in respect of the Service Provider: Provider:- a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ ' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ ' meeting is convened pursuant to section 98 of the Insolvency Act 1986Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986Xxx 0000; or being a “small company” within the meaning of section 382 247(3) of the Companies Act 2006Xxx 0000, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered intoXxx 0000; or any event similar to those listed above in Clause 13.1.1 to Clause 13.1.7 occurs under the law of any other jurisdiction. The Purchaser Service Provider shall notify the Authority immediately if the Service Provider undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Xxx 0000 (“change of control”). The Authority may terminate the Contract by giving notice in writing to the Service Provider with immediate effect within 6 six (6) months of: of:- being notified that a change of Control control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Authority becomes aware of the change of control. But , if it believes, acting reasonably, that’s such change is likely to have an adverse effect on performance of the Purchaser may Services, but it shall not be permitted to terminate the Contract under clause 58.2 where approval of an Approval was granted prior to the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Customer may terminate the Contract with immediate effect by notice, giving notice in writing where the Service Provider is a company and in respect of the Service Provider: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 382 247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered into; or any event similar to those listed above in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Purchaser Service Provider shall notify the Customer immediately if the Service Provider undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The Customer may terminate the Contract by notice in writing with immediate effect within 6 six (6) months of: being notified that a change of Control control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Customer becomes aware of the change of control. But the Purchaser may , but shall not be permitted to terminate the Contract under clause 58.2 where approval of an Approval was granted prior to the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Customer may terminate the Contract with immediate effect by notice, giving notice in writing where the Service Provider is a company and in respect of the Service Provider: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 Xxx 0000 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986Xxx 0000; or being a “small company” within the meaning of section 382 247(3) of the Companies Act 2006Xxx 0000, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered intoXxx 0000; or any event similar to those listed above in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Purchaser Service Provider shall notify the Customer immediately if the Service Provider undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“change of control”). The Customer may terminate the Contract by notice in writing with immediate effect within 6 six (6) months of: being notified that a change of Control control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Customer becomes aware of the change of control. But the Purchaser may , but shall not be permitted to terminate the Contract under clause 58.2 where approval of an Approval was granted prior to the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Authority may terminate the Contract this Framework Agreement with immediate effect by notice, notice in writing where the Service Provider is a company and in respect of the Service Provider: Provider:- a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ ' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ ' meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 382 247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered into; or any event similar to those listed above in Clause 25.7.1 to Clause 25.7.7 occurs under the law of any other jurisdiction. The Purchaser Provider shall notify the Authority immediately if the Provider undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The Authority may terminate the Contract by giving notice in writing to the Provider with immediate effect within 6 six (6) months of: of:- being notified that a change of Control control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Authority becomes aware of the change of control. But , if it believes, acting reasonably, that’s such change is likely to have an adverse effect on performance of the Purchaser may Supply of Goods and/or Services, but it shall not be permitted to terminate the Contract under clause 58.2 where approval of an Approval was granted prior to the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. The Service Provider shall notify in writing immediately, and the Purchaser Authority may terminate the Contract this Framework Agreement with immediate effect by notice, notice in writing where the Service Provider is a company and in respect of the Service Provider: Provider:- a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignation assignment for the benefit of, its creditors; or a shareholders’ ' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ ' meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 382 247(3) of the Companies Act 20061985, a moratorium comes into force pursuant to schedule Schedule A1 to of the Insolvency Act 1986; a debt relief order is entered into; or any event similar to those listed above in Clause 13.1.1 to Clause 13.1.7 occurs under the law of any other jurisdiction. The Purchaser Service Provider shall notify the Authority immediately if the Service Provider undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The Authority may terminate the Contract by giving notice in writing to the Service Provider with immediate effect within 6 six (6) months of: of:- being notified that a change of Control control has occurred in accordance with clause 32.2 (Change of Control)occurred; or where no such notification has been givenmade, the date that the Purchaser Authority becomes aware of the change of control. But , if it believes, acting reasonably, that such change is likely to have an adverse effect on performance of the Purchaser may Services, but it shall not be permitted to terminate the Contract under clause 58.2 where approval of an Approval was granted prior to the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.