Termination on Insolvency. The Client may terminate the Contract with immediate effect by giving notice in writing to the Solicitor if: 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, the Solicitor’s creditors; or a shareholders', members’ or partners’ meeting is convened for the purpose of considering a resolution that the Solicitor be wound up or a resolution for the winding-up of the Solicitor 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 the winding-up of the Solicitor (which is not dismissed within five (5) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened in respect of the Solicitor 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 the Solicitor’s business or assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Solicitor’s assets and such attachment or process is not discharged within ten (10) Working Days; an application is made in respect of the Solicitor either for the appointment of an administrator or for an administration order and an administrator is appointed, or notice of intention to appoint an administrator is given; or if the Solicitor is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or the Solicitor suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or in the reasonable opinion of the Client, there is a material detrimental change in the financial standing and/or the credit rating of the Solicitor which: adversely impacts on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or could reasonably be expected to have an adverse impact on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or the Solicitor demerges into two or more firms, merges with another firm, incorporates or otherwise changes its legal form and the new entity has or could reasonably be expected to have a materially less good financial standing or weaker credit rating than the Solicitor; or being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium in respect of the Solicitor comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or the Solicitor being an individual dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Solicitor being an individual or any partner or partners in the Solicitor who together are able to exercise control of the Solicitor where the Solicitor is a firm shall at any time become bankrupt or shall have a receiving order or administration order made against him or them, or shall make any composition or arrangement with or for the benefit for his or their creditors, or shall make any conveyance or assignment for the benefit of his or their creditors, or shall purport to do any of these things, or appears or appear unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 268 of the Insolvency Act 1986, or he or they shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985, or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his or their estate(s) or a trust deed shall be granted by him or them on behalf of his or their creditors; or
Appears in 7 contracts
Samples: data.gov.uk, data.gov.uk, data.gov.uk
Termination on Insolvency. The Client may terminate the Contract with immediate effect by giving notice in writing to the Solicitor if: 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, the Solicitor’s creditors; or a shareholders', members’ or partners’ meeting is convened for the purpose of considering a resolution that the Solicitor be wound up or a resolution for the winding-up of the Solicitor 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 the winding-up of the Solicitor (which is not dismissed within five (5) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened in respect of the Solicitor 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 the Solicitor’s business or assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Solicitor’s assets and such attachment or process is not discharged within ten (10) Working Days; an application is made in respect of the Solicitor either for the appointment of an administrator or for an administration order and an administrator is appointed, or notice of intention to appoint an administrator is given; or if the Solicitor is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986Xxx 0000; or the Solicitor suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or in the reasonable opinion of the Client, there is a material detrimental change in the financial standing and/or the credit rating of the Solicitor which: adversely impacts on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or could reasonably be expected to have an adverse impact on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or the Solicitor demerges into two or more firms, merges with another firm, incorporates or otherwise changes its legal form and the new entity has or could reasonably be expected to have a materially less good financial standing or weaker credit rating than the Solicitor; or being a "small company" within the meaning of section 382(3) of the Companies Act 2006Xxx 0000, a moratorium in respect of the Solicitor comes into force pursuant to Schedule A1 of the Insolvency Act 1986Xxx 0000; or the Solicitor being an individual dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983Xxx 0000; or the Solicitor being an individual or any partner or partners in the Solicitor who together are able to exercise control of the Solicitor where the Solicitor is a firm shall at any time become bankrupt or shall have a receiving order or administration order made against him or them, or shall make any composition or arrangement with or for the benefit for his or their creditors, or shall make any conveyance or assignment for the benefit of his or their creditors, or shall purport to do any of these things, or appears or appear unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 268 of the Insolvency Act 1986Xxx 0000, or he or they shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985Xxx 0000, or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his or their estate(s) or a trust deed shall be granted by him or them on behalf of his or their creditors; or
Appears in 3 contracts
Samples: data.gov.uk, data.gov.uk, data.gov.uk
Termination on Insolvency. The Client Customer may terminate the Contract with immediate effect by giving notice in writing to the Solicitor Supplier if: 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, the SolicitorSupplier’s creditors; or a shareholders', members’ or partners’ meeting is convened for the purpose of considering a resolution that the Solicitor Supplier be wound up or a resolution for the winding-up of the Solicitor Supplier 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 the winding-up of the Solicitor Supplier (which is not dismissed within five (5) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened in respect of the Solicitor Supplier 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 the SolicitorSupplier’s business or assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the SolicitorSupplier’s assets and such attachment or process is not discharged within ten (10) Working Days; an application is made in respect of the Solicitor Supplier either for the appointment of an administrator or for an administration order and an administrator is appointed, or notice of intention to appoint an administrator is given; or if the Solicitor Supplier is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or the Solicitor Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or in the reasonable opinion of the ClientCustomer, there is a material detrimental change in the financial standing and/or the credit rating of the Solicitor Supplier which: adversely impacts on the SolicitorSupplier’s ability to supply the Contract Services in accordance with the Contract; or could reasonably be expected to have an adverse impact on the SolicitorSupplier’s ability to supply the Contract Services in accordance with the Contract; or the Solicitor Supplier demerges into two or more firms, merges with another firm, incorporates or otherwise changes its legal form and the new entity has or could reasonably be expected to have a materially less good financial standing or weaker credit rating than the SolicitorSupplier; or being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium in respect of the Solicitor Supplier comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or the Solicitor Supplier being an individual dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Solicitor Supplier being an individual or any partner or partners in the Solicitor Supplier who together are able to exercise control of the Solicitor Supplier where the Solicitor Supplier is a firm shall at any time become bankrupt or shall have a receiving order or administration order made against him or them, or shall make any composition or arrangement with or for the benefit for his or their creditors, or shall make any conveyance or assignment for the benefit of his or their creditors, or shall purport to do any of these things, or appears or appear unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 268 of the Insolvency Act 1986, or he or they shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985, or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his or their estate(s) or a trust deed shall be granted by him or them on behalf of his or their creditors; or
Appears in 3 contracts
Samples: Form of Agreement, data.gov.uk, data.gov.uk
Termination on Insolvency. The Client Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing to where the Solicitor ifService 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 assignment for the benefit of, the Solicitor’s its creditors; or a shareholders', members’ or partners’ ' meeting is convened for the purpose of considering a resolution that the Solicitor it be wound up or a resolution for the its winding-up of the Solicitor 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 the winding-its winding up of the Solicitor (which is not dismissed within five fourteen (514) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened in respect of the Solicitor 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 the Solicitor’s its business or assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Solicitor’s assets and such attachment or process is not discharged within ten (10) Working Days; an application order is made in respect of the Solicitor either for the appointment of an administrator or for an administration order and order, an administrator is appointed, or notice of intention to appoint an administrator is given; or if the Solicitor it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or the Solicitor suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or in the reasonable opinion of the Client, there is a material detrimental change in the financial standing and/or the credit rating of the Solicitor which: adversely impacts on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or could reasonably be expected to have an adverse impact on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or the Solicitor demerges into two or more firms, merges with another firm, incorporates or otherwise changes its legal form and the new entity has or could reasonably be expected to have a materially less good financial standing or weaker credit rating than the SolicitorXxx 0000; or being a "small company" within the meaning of section 382(3) of the Companies Act 2006Xxx 0000, a moratorium in respect of the Solicitor comes into force pursuant to Schedule A1 of the Insolvency Act 1986Xxx 0000; or any event analogous to those listed in Clauses 26.11.1 to Clause 26.11.7 (inclusive) occurs under the Solicitor being an individual dies or is adjudged incapable law of managing his affairs any other jurisdiction. Termination on Change of Control The Service Provider shall notify the Authority immediately in writing if the Service Provider undergoes a Change of Control within the meaning of Part VII Section 450 of the Mental Health Corporation Tax Act 19832010 and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Service Provider with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred; or where no notification has been made, the date that the Authority becomes aware of the Change of Control, if it believes, acting reasonably, that such change is likely to have an adverse effect on the provision of the Services, [NV:for example, but without limitation, where the Authority has reasonable grounds to believe that such a Change of Control would call the Service Provider’s compliance with the Business Rules into question], but it shall not be permitted to terminate this Framework Agreement where Approval was granted prior to the Change of Control. Where the Service Provider is a special purpose vehicle, formed by a consortium for the purposes of this Framework ("SPV") the Service Provider shall notify the Authority immediately in writing if any shareholder of such SPV transfers all or any of its shares in such SPV (to any other shareholder or any other person) or in any other way ceases to be involved in all or part of the provision of the Services pursuant to the terms of this Framework Agreement. The Authority may terminate this Framework Agreement by giving notice in writing to the Service Provider with immediate effect within six (6) months of: being notified that a transfer of shares or cessation of involvement (as envisaged by Clause 26.12.2 above) has occurred; or where no notification has been made, the date that the Authority becomes aware of the transfer of shares or cessation of involvement (as envisaged by Clause 26.12.2 above), if it believes, acting reasonably, that such change would have caused the Service Provider to have failed the financial and/or technical assessment carried out as part of the assessment of legal, economic and technical capacity which preceded the award of this Framework Agreement or if the Authority has reasonable grounds to believe that such a Change of Control would call the Service Provider’s compliance with the Business Rules into question . Not Used Termination of Call-Off Agreement The Authority may terminate this Framework Agreement by serving notice on the Service Provider in writing with effect from the date specified in such notice where a Contracting Body terminates a Call-Off Agreement. Termination by the Authority without Cause The Authority shall have the right to terminate this Framework Agreement, or to terminate the provisions of any part of this Framework Agreement with effect from at any time following nine (9) Months after the Commencement Date by giving at least three (3) Months' written notice to the Service Provider. Partial Termination The Authority is entitled to terminate all or part of this Framework Agreement pursuant to this Clause 26, provided always that the parts of this Framework Agreement not terminated can operate effectively to deliver the intended purpose of this Framework Agreement. If, in relation to the Services, a Material Default occurs and: the Material Default is not capable of remedy; or the Solicitor being an individual or any partner or partners in Default is capable of remedy, but the Solicitor who together are able Material Default has not been remedied to exercise control the satisfaction of the Solicitor where the Solicitor is a firm shall at any time become bankrupt or shall have a receiving order or administration order made against him or themAuthority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Material Default and requesting it to be remedied, then the Authority shall make (as an alternative to termination in accordance with clause 26.8), be entitled to Partially Terminate this Framework Agreement in accordance with the provisions of this clause 26.16 Where the Authority gives the Service Provider notice that the Partial Termination will be in respect of the Contingent Labour Services the effect will be that the Web Portal Service shall continue to be provided by the Service Provider under this Framework Agreement. Where the Authority gives the Service Provider notice that the Partial Termination will be in respect of the Web Portal Services the effect will be that the Contingent Labour Service shall continue to be provided by the Service Provider under this Framework Agreement. Notwithstanding the provisions of clause 32, following receipt of a notice to Partially Terminate this Framework Agreement, the Parties shall meet within 10 Working Days to consider the effect of Partial Termination on this Framework Agreement and prepare a variation to this Framework Agreement dealing with the effects the Partial Termination may have on the Web Portal Services which shall address: details of how the Service Provider will deliver the Web Portal Services in accordance with the requirements of this Framework Agreement including service levels, availability levels and support response times relating to the Web Portal details of which obligations shall be deleted or amended; details of any composition or arrangement with or additional obligations necessary to reflect the changed circumstances; proposals for charges to the Authority for the benefit ongoing provision of the Web Portal Services. Any proposals must: be consistent with the Tender in relation to the cost of provision of the Web Portal Services; identify on an open book basis the Service Provider's on-going and direct costs associated with providing the Web Portal; clearly identify any profit made by the Service Provider on the provision of the Web Portal Service which the parties agree may not in any month exceed 10% of the monthly cost of providing the Web Portal Service any provisional arrangements dealing with the cessation of Contingent Labour Services to Contracting Bodies under existing Call-off Agreements; For the avoidance of doubt the Service Provider shall not be entitled to reject such any variation and shall negotiate the necessary variations to this Framework Agreement in good faith with the aim of ensuring continuity of the Web Portal Services on fair and reasonable commercial terms and which represent good value to the Authority. The Service Provider shall provide all information and assistance reasonably necessary to enable the Authority to assess the impact on the Services and the changes required to the provisions of this Framework Agreement. The Authority will carry out its own bench-marking or market testing exercises in relation to the provision of the Web Portal Services or obtain quotations from third parties for his or their creditorsthe provision of the Web Portal Services to determine whether the charges proposed by the Service Provider are fair and reasonable and represent good value. The Authority shall present its findings to the Service Provider, if the parties are still unable to agree whether the proposed charges are fair and reasonable and represent good value to the Authority, or shall make if the parties disagree on other any conveyance or assignment for the benefit of his or their creditors, or shall purport to do any of these things, or appears or appear unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 268 other aspects of the Insolvency Act 1986, variations to this Framework Agreement then the matter(s) may be referred by the Authority to the dispute resolution procedure in clause 46. If the parties agree variations to this Framework in accordance with this clause 26 then any such variation shall only become binding and effective on the parties when an amended copy of this Framework Agreement is signed and executed by an authorised representative of each party Termination in relation to Value for Money The Authority may terminate this Framework Agreement by serving notice on the Service Provider in writing with effect from the date specified in such notice if the Service Provider refuses or he or they shall become apparently insolvent within the meaning fails to comply with its obligations as set out in paragraph 18 of the Bankruptcy Framework Schedule 7 (Scotland) Act 1985, or any application shall be made under any bankruptcy or insolvency act Value for the time being in force for sequestration of his or their estate(s) or a trust deed shall be granted by him or them on behalf of his or their creditors; orMoney).
Appears in 1 contract
Samples: Framework Agreement
Termination on Insolvency. The Client may terminate the Contract with immediate effect by giving notice in writing to the Solicitor if: 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, the Solicitor’s creditors; or a shareholders', members’ or partners’ meeting is convened for the purpose of considering a resolution that the Solicitor be wound up or a resolution for the winding-up of the Solicitor 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 the winding-up of the Solicitor (which is not dismissed within five (5) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened in respect of the Solicitor 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 the Solicitor’s business or assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Solicitor’s assets and such attachment or process is not discharged within ten (10) Working Days; an application is made in respect of the Solicitor either for the appointment of an administrator or for an administration order and an administrator is appointed, or notice of intention to appoint an administrator is given; or if the Solicitor is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or the Solicitor suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or in the reasonable opinion of the Client, there is a material detrimental change in the financial standing and/or the credit rating of the Solicitor which: adversely impacts on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or could reasonably be expected to have an adverse impact on the Solicitor’s ability to supply the Contract Services in accordance with the Contract; or the Solicitor demerges into two or more firms, merges with another firm, incorporates or otherwise changes its legal form and the new entity has or could reasonably be expected to have a materially less good financial standing or weaker credit rating than the Solicitor; or being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium in respect of the Solicitor comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or the Solicitor being an individual dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Solicitor being an individual or any partner or partners in the Solicitor who together are able to exercise control of the Solicitor where the Solicitor is a firm shall at any time become bankrupt or shall have a receiving order or administration order made against him or them, or shall make any composition or arrangement with or for the benefit for his or their creditors, or shall make any conveyance or assignment for the benefit of his or their creditors, or shall purport to do any of these things, or appears or appear unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 268 of the Insolvency Act 1986, or he or they shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985, or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his or their estate(s) or a trust deed shall be granted by him or them on behalf of his or their creditors; or
Appears in 1 contract
Samples: data.gov.uk
