Supplier Termination Event definition

Supplier Termination Event. (a) the Supplier’s level of performance constituting a Critical Performance Failure; (b) the Supplier committing a material Default which is irremediable; (c) as a result of the Supplier's Default, the Authority incurring Losses in any Contract Year which exceed 80% of the value of the aggregate annual liability cap for that Contract Year as set out in Clause 26.6(a) (Financial and other Limits);
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Supplier Termination Event. (a) the Supplier’s level of performance constituting a Critical Performance Failure; (b) the Supplier committing a material Default which is irremediable; (c) as a result of the Supplier's Default, the Authority incurring Losses in any Contract Year which exceed 80% of the value of the aggregate annual liability cap for that Contract Year as set out in Clause 26.6(a) (Financial and other Limits); (d) a Remedial Adviser Failure; (e) a Rectification Plan Failure; (f) where a right of termination is expressly reserved in this Agreement, including pursuant to:
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Supplier Termination Event the Supplier's level of performance constituting a Critical Performance Failure; the Supplier committing a material Default which is irremediable; as a result of the Supplier's Default, the Authority incurring Losses in any Contract Year which exceed 80% of the value of the aggregate annual liability cap for that Contract Year as set out in clause 25.6.1 (Financial limits); a Remedial Adviser Failure; a Rectification Plan Failure; where a right of termination is expressly reserved in this Agreement, including pursuant to: clause 19 (IPRs Indemnity); clause 39.6.2 (Prevention of fraud and bribery); and/or paragraph 4 of schedule 7.4 (Financial Distress); the representation and warranty given by the Supplier pursuant to clause 3.2.1 (Warranties) being materially untrue or misleading; the Supplier committing a material Default under clause 10.10 (Promoting tax compliance) or failing to provide details of steps being taken and mitigating factors pursuant to clause 10.10 (Promoting tax compliance) which in the reasonable opinion of the Authority are acceptable; the Supplier committing a material Default under any of the following clauses: clause 5.5.11 (Services); clause 23 (Protection of Personal Data); clause 22 (Freedom of Information); clause 21 (Confidentiality); and clause 35 (Compliance); and/or in respect of any security requirements set out in schedule 2.1 (Services Description), schedule 2.4 (Security Management) or the Baseline Security Requirements; and/or in respect of any requirements set out in schedule 9.1 (Staff Transfer); any failure by the Supplier to implement the changes set out in a Benchmark Report as referred to in paragraph 5.9 of schedule 7.3 (Benchmarking); an Insolvency Event occurring in respect of the Supplier or the Guarantor; any Guarantee given pursuant to paragraph 3.3.2.3 of Schedule 7.4 (Financial Distress) ceasing to be valid or enforceable for any reason (without the Guarantee being replaced with a comparable guarantee to the satisfaction of the Authority with the Guarantor or with another guarantor which is acceptable to the Authority); a change of Control of the Supplier or a Guarantor unless: the Authority has given its prior written consent to the particular Change of Control, which subsequently takes place as proposed; or the Authority has not served its notice of objection within six (6) months of the later of the date on which the Change of Control took place or the date on which the Authority was given notice of the...
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Examples of Supplier Termination Event in a sentence

  • So long as a Supplier Termination Event (as defined in the Accommodation Agreement) has not occurred and is not continuing, (i) the liens provided in this Agreement shall not be altered or otherwise affected by any action or inaction which any of the Parties may take or fail to take in respect of the Collateral and (ii) each Party agrees that it will not contest the validity, perfection, priority or enforceability of the liens of the Consenting OEMs in the Collateral.

  • If: the Supplier notifies the Buyer pursuant to Clause 27.1 that a Notifiable Default has occurred; or the Buyer notifies the Supplier that it considers that a Notifiable Default has occurred (setting out sufficient detail so that it is reasonably clear what the Supplier has to rectify), then, unless the Notifiable Default also constitutes a Supplier Termination Event and the Buyer serves a Termination Notice, the Supplier shall comply with the Rectification Plan Process.

  • Any failure by the Supplier to implement the changes as set out in the Benchmark Report in accordance with the relevant timescales determined in accordance with Paragraph 5.3 (unless the provisions of Paragraph 5.6 and/or Paragraph 5.7 apply) or in accordance with Paragraph 5.8 shall, without prejudice to any other rights or remedies of the Authority, constitute a Supplier Termination Event.

  • If the Buyer consents to the Rectification Plan: the Supplier shall immediately start work on the actions set out in the Rectification Plan; and the Buyer may no longer terminate this Contract in whole or in part on the grounds of the relevant Notifiable Default; save in the event of a Rectification Plan Failure or other Supplier Termination Event.

  • For the avoidance of doubt, if the Intervention Cause is also a Supplier Termination Event, the Buyer has no obligation to exercise its rights under this Clause 29.1 prior to or instead of exercising its right to terminate this Contract.


More Definitions of Supplier Termination Event

Supplier Termination Event. (a) the Supplier’s level of performance constituting an Unacceptable KPI Failure or a Critical KPI Failure; (b) the Supplier's level of performance constitutes a Persistent Breach; (c) the Supplier committing a material Default which is irremediable; (d) as a result of the Supplier's Default, the Authority incurring Losses in any Contract Year which exceed eighty per cent (80)% of the value of the aggregate annual liability cap for that Contract Year as set out in Clause 25.4(a) (Financial Limits); (e) a Rectification Plan Failure;
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Supplier Termination Event. (a) the Supplier’s level of performance constituting a Unacceptable KPI Failure; (b) the Supplier committing a material Default which is irremediable; (c) as a result of the Supplier's Default, the Authority incurring Losses in any Contract Year which exceed 80% of the value of the aggregate annual liability cap for that Contract Year as set out in Clause 27.6(a) (Financial Limits); (d) where a right of termination is expressly reserved in this Agreement, including pursuant to: (i) Clause 20 (IPRs Indemnity); and/or (ii) Clause 41.6(b) (Prevention of Fraud and Xxxxxxx); (e) the Supplier committing a material Default under any of the following Clauses: (i) Clause 5.4(j) (Services); (ii) Clause 25 (Protection of Personal Data);
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Supplier Termination Event means under a relevant Call‑Off Contract:- the Supplier's level of performance constituting a Critical Performance Failure the Supplier committing a material Default which is irremediable as a result of the Supplier's Default, the Customer incurring Losses in any Call‑Off Contract Year which exceed 80% of the value of the aggregate annual liability cap for that Call‑Off Contract Year as set out in Clause 28.4.3 not used a Rectification Plan Failure where a right of termination is expressly reserved, including pursuant to:- Clause 21 (IPRs indemnity) Clause 44.6.2 (Prevention of Fraud and Bribers) Clause 40.13.2 (Modern Slavery) Paragraph 7 of Schedule 7.4 (Financial Distress) of the Framework Agreement and/or Paragraph 3 of Part 2 to Schedule 8.6 (Service Continuity Plan and Corporate Resolution Planning) of the Framework Agreement and/or Paragraph 4.4(c) of Schedule 6.1 (Call‑Off Implementation) the representation and warranty given by the Supplier pursuant to Clause 3.2.9 being materially untrue or misleading the Supplier committing a material Default under Clause 12.8 or failing to provide details of steps being taken and mitigating factors pursuant to Clause 12.8 which in the reasonable opinion of the Authority or Customer (as applicable) are acceptable the Supplier committing a material Default under any of the following Clauses:- Clause 8.6.10 (Services) Clause 26 (Protection of Personal Data) Clause 25 (Transparency and Freedom of Information) Clause 24 (Confidentiality) Clause 40 (Compliance) in respect of any security requirements set out in Schedule 2.1 (Services Description), Schedule 2.1 (Call‑Off Services Description) Schedule 2.4 (Information Security and Assurance) or the Baseline Security Requirements and/or in respect of any requirements set out in the Relevant Staff Transfer Schedule an Insolvency Event occurring in respect of the Supplier or the Guarantor the Guarantee ceasing to be valid or enforceable for any reason (without the Guarantee being replaced with a comparable guarantee to the satisfaction of the Customer with the Guarantor or with another guarantor which is acceptable to the Customer) a change of Control of the Supplier or a Guarantor unless:- the Customer has given its prior written consent to the particular Change of Control, which subsequently takes place as proposed or the Customer has not served its notice of objection within six (6) months of the later of the date on which the Change of Control took place or the date ...
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Supplier Termination Event. (a) the Supplier’s level of performance constituting a Critical Performance Failure;
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Supplier Termination Event. (a) NOT USED; (b) the Supplier committing a material Default which is irremediable; (c) as a result of the Supplier's Default, the Authority incurring Losses which exceed 50% of the value of the aggregate liability cap as set out in Clause 25.6(a) (Financial Limits); (d) a Remedial Adviser Failure; (e) a Rectification Plan Failure; (f) where a right of termination is expressly reserved in this Agreement, including pursuant to: (i) Clause 19 (IPRs Indemnity);
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Supplier Termination Event. (a) the Supplier’s level of performance constituting a failure to separate KPI targets on three separate occasions; (b) the Supplier committing a material Default which is irremediable; (c) the Supplier fails to meet the requirements of the Improvement Plan; (d) where a right of termination is expressly reserved in this Framework Agreement, including pursuant to Clause 33.6(b) (Prevention of Fraud and Bribery); (e) the representation and warranty given by the Supplier pursuant to Clause 6.2(i) (Warranties) being materially untrue or misleading; (f) the Supplier committing a material Default under Clause 12.18 (Promoting Tax Compliance) or failing to provide details of steps being taken and mitigating factors pursuant to Clause 12.18 (Promoting Tax Compliance) which in the reasonable opinion of the Welsh Ministers are acceptable; (g) the Supplier committing a material Default under any of the following Clauses: (i) Clause 8.5(j) (Services); (ii) Clause 21.1 (Protection of Data); (iii) Clause 20 (Freedom of Information); (iv) Clause 19 (Confidentiality); and (v) Clause 29 (Compliance); and/or in respect of any security requirements set out in Schedule 2.1 (Services Description); (h) an Insolvency Event occurring in respect of the Supplier or the Guarantor; (i) a change of Control of the Supplier unless: (i) the Welsh Ministers has given its prior written consent to the particular Change of Control, which subsequently takes place as proposed; or the Welsh Ministers has not served its notice of objection within six6 (6) months of the later of the date on which the Change of Control took place or the date on which the Welsh Ministers was given notice of the Change of Control;.
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Related to Supplier Termination Event

  • Company Termination Event means any of the following:

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Servicer Termination Notice Defined in Section 6.15.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

  • Commitment Termination Event means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.