Common use of Authority Default Clause in Contracts

Authority Default. The Contractor may at any time serve a Notice to terminate this Contract (a "Contractor Termination Notice") if the Authority fails to pay any non-disputed amount exceeding [REDACTED] due under this Contract by the date falling five (5) Business Days after the Relevant Day for such payment. This Contract shall terminate thirty (30) Business Days from the date the Contractor Termination Notice, unless the Authority rectifies the non-payment within that thirty (30) Business Day period from the date of the Contractor Termination Notice. If this Contract terminates under Clause 10.39, then the Contractor shall terminate on the best possible terms such sub-contracts and orders for materials and parts and components bought out in a partly manufactured or wholly manufactured state as have not been completed and Clause 47 (Voluntary Termination) shall be deemed to apply as if the Authority had served a Notice to voluntarily terminate under Clause 10.32. Without prejudice to its rights in Clause 10.32, if the Authority fails to pay any amount exceeding [REDACTED] due under this Contract by the date falling five (5) Business Days after the Relevant Day for such payment, the Contractor may, on giving ten (10) Business Days’ notice, suspend performance of the Works and/or Support Services unless and until payment of the amount due is made. If the Contractor subsequently receives payment of the amount due (before the service of any Contractor Termination Notice), then the Contractor shall resume the Works and/or Support Services immediately, and shall be able to recover any direct, reasonable and properly incurred additional costs incurred as a result of the suspension from the Authority. In exercising its rights or remedies under this Clause 49, the Contractor shall: act in a reasonable and proportionate manner having regard to such matters as the value, frequency and reason of or for any payment failure; and give all due consideration, where appropriate, to action other than suspension or termination of this Contract. The Contractor’s express rights to terminate this Contract set out in this Contract are the Contractor’s sole and exclusive rights to terminate this Contract, and any other rights to terminate provided by law are excluded. IMPACT OF TERMINATION OF THIS CONTRACT ON SHIPBUILD RATIONALISATION ACTIVITIES The Authority acknowledges that if this Contract terminates for any reason that wholesale changes to the Shipbuild Rationalisation Activities carried out under the terms of the Shipbuild Rationalisation Agreement, and the Shipbuild Rationalisation Costs Cap, could be necessary. Any rationalisation costs arising as a result of a termination of this Contract for any reason shall be recoverable under and in accordance with the terms of the Shipbuild Rationalisation Agreement and are therefore not provided for in this Contract. ARRANGEMENTS ON SUBSEQUENT TUPE TRANSFER ON TERMINATION OR EXPIRY The provisions of Schedule 17 (Arrangements on Subsequent TUPE Transfer on Termination or Expiry) shall apply to this Contract.

Authority Default. The Contractor may at any time serve a Notice to terminate this Contract If (a "Contractor Termination Notice") if the Authority fails to pay any non-disputed amount exceeding [REDACTED] due under this Contract by the date falling five (5) Business Days after the Relevant Day for such payment. This Contract shall terminate thirty (30) Business Days from the date the Contractor Termination Notice, unless the Authority rectifies the non-payment within that thirty (30) Business Day period from the date of the Contractor Termination Notice. If this Contract terminates under Clause 10.39, then the Contractor shall terminate on the best possible terms such sub-contracts and orders for materials and parts and components bought out in a partly manufactured or wholly manufactured state as have not been completed and Clause 47 (Voluntary Termination) shall be deemed to apply as if the Authority had served a Notice to voluntarily terminate under Clause 10.32. Without prejudice to its rights in Clause 10.32, if the Authority fails to pay any amount exceeding [REDACTED] due under this Contract by the date falling five (5) Business Days after the Relevant Day for such payment, the Contractor may, on giving ten (10) Business Days’ notice, suspend performance of the Works and/or Support Services unless and until payment of the amount due is made. If the Contractor subsequently receives payment of the amount due (before the service of any Contractor Termination Notice), then the Contractor shall resume the Works and/or Support Services immediately, and shall be able to recover any direct, reasonable and properly incurred additional costs incurred as a result of the suspension from the Authority. In exercising its rights or remedies under this Clause 49, the Contractor shall: act in a reasonable and proportionate manner having regard to such matters as the value, frequency and reason of or for any payment failure; and give all due consideration, where appropriate, to action other than suspension or termination of this Contract. The Contractor’s express rights to terminate this Contract set out in this Contract are the Contractor’s sole and exclusive rights to terminate this Contract, and any other rights to terminate provided by law are excluded. IMPACT OF TERMINATION OF THIS CONTRACT ON SHIPBUILD RATIONALISATION ACTIVITIES The Authority acknowledges that if this Contract terminates for any reason that wholesale changes to the Shipbuild Rationalisation Activities carried out under the terms of the Shipbuild Rationalisation Agreement, and the Shipbuild Rationalisation Costs Cap, could be necessary. Any rationalisation costs arising as a result of a termination breach by the Supplier of any Applicable Law and/or any of the obligations of the Supplier under this Contract Agreement) the Authority is in breach of its obligations under this Agreement which results in a Transfer Failure, then: the Authority shall use its reasonable endeavours to remedy (and to procure that the Generator remedies) the Transfer Failure within 30 Working Days of the relevant Transfer Failure occurring (and the Supplier shall provide the Authority all reasonable assistance requested of it in relation thereto); and where the Transfer Failure is not remedied (in whole or in part) within such 30 Working Days period (other than as a result of a breach by the Supplier of any Applicable Law and/or any of its obligations under this Agreement), the Authority shall compensate the Supplier by paying to the Supplier for any reason shall each Benefit the subject of the Transfer Failure and which has not been Transferred within the above 30 Working Days (which compensation will be recoverable included in the next Monthly Statement to be produced thereafter (or, where no such statement is due to be produced, which may be invoiced separately by the Supplier)): (in respect of a Relevant LEC) the CCL Rate (applicable to the period in respect of which the Transfer Failure occurred), less the amount that would have been payable by the Supplier under and this Agreement for such Relevant LEC had it been Transferred in accordance with this Agreement; (in respect of a Relevant ROC) the terms amount of the Shipbuild Rationalisation Buy-Out Price, the Buy-Out Fund Payment, the Late Payment Fund Payment and the Mutualisation Fund Payment (applicable to the Obligation Period in respect of which the Transfer Failure occurred), less the amount that would have been payable by the Supplier under this Agreement for such Relevant ROC had it been Transferred in accordance with this Agreement; (in respect of a Relevant ▇▇▇▇) the value of the relevant ▇▇▇▇ Payment (applicable to the period in respect of which the Transfer Failure occurred), less the amount that would have been payable by the Supplier under this Agreement for such New Benefit had it been Transferred in accordance with this Agreement; and are therefore not provided (in respect of a New Benefit) the New Benefit Value (applicable to the period in respect of which the Transfer Failure occurred), less the amount that would have been payable by the Supplier under this Agreement for such New Benefit had it been Transferred in accordance with this Contract. ARRANGEMENTS ON SUBSEQUENT TUPE TRANSFER ON TERMINATION OR EXPIRY The provisions of Schedule 17 (Arrangements on Subsequent TUPE Transfer on Termination or Expiry) shall apply to this ContractAgreement.