Common use of DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT Clause in Contracts

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 38.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 37 and Clauses 38.1 to 38.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 37 and this Clauses 38.1 to 38.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 38.1 to 38.5 (inclusive) and the Cessation Plan shall prevail. 38.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 38.3 As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 38.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 38.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, 38.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 38.1 30.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 37 29 and Clauses 38.1 Clauses 30.1 to 38.5 30.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 37 29 and this Clauses 38.1 30.1 to 38.5 30.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 38.1 30.1 to 38.5 30.5 (inclusive) and the Cessation Plan shall prevail. 38.2 30.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 38.3 30.3 As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 38.3.1 30.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 38.3.2 30.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities,, in accordance with the provisions of Clauses 30.1 to 30.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 38.4 30.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 30.5 The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to Clauses 30.1 to 30.5 (inclusive). 30.6 Without prejudice to the Authority’s rights of termination implied into the Contract by regulation 73(3) of the Public Contracts Regulations 2015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, the Authority shall promptly notify the Service Provider and the Parties agree that this Clause 30.6 to 30.10 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 29 and these Clauses 30.6 to 30.10 or the Cessation Plan, the provisions of these Clauses 30.6 to 30.10 and the Cessation Plan shall prevail. 30.7 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event. 30.8 As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 30.8.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 30.8.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of this Clause 30.6 to 30.10 (inclusive) and to give effect to the terms of the Public Procurement Termination Event. 30.9 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 30.10 The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to this Clause 30.6 to 30.10 (inclusive).

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 38.1 34.1 In the event that a court makes a Declaration of Ineffectiveness, the Contracting Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 37 22 (consequences of termination) and Clauses 38.1 Clauses 34.1, 34.2, 34.4 to 38.5 (inclusive) 34.6 and clause 34.12 shall apply as from the date of receipt by the Service Provider of the notification of time when the Declaration of Ineffectiveness. Where there Ineffectiveness is any conflict or discrepancy between the provisions of Clause 37 and this Clauses 38.1 to 38.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 38.1 to 38.5 (inclusive) and the Cessation Plan shall prevailmade. 38.2 34.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness. 38.3 34.3 During any court proceedings seeking a Declaration of Ineffectiveness, the Contracting Authority may require the Service Provider to prepare a Cessation Plan in accordance with this clause 34.3 by issuing a notice in writing. As from the date of receipt by the Service Provider of such notification from the notification of the Declaration of IneffectivenessContracting Authority, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 38.3.1 34.3.1 an orderly and efficient cessation of the Services or (at the Contracting Authority’s 's request) a transition of the Services to the Contracting Authority or such other entity as the Contracting Authority may specify; and 38.3.2 34.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities,, in accordance with the provisions of Clauses 34.2 to 34.6 and which the parties agree would have effect in the event that a Declaration of Ineffectiveness is made. 38.4 34.4 Where there is any conflict or discrepancy between the provisions of clauses 22 and clauses 34.2 to 34.6 or the Cessation Plan, the provisions of these clauses 34.2 to 34.6 and the Cessation Plan will prevail. 34.5 The parties shall comply with their respective obligations under the Cessation Plan (as agreed by the parties or, where agreement cannot be reached, as reasonably determined by the Contracting Authority) in the event that a Declaration of Ineffectiveness is made. 34.6 The Contracting Authority shall pay the Services Provider's reasonable costs in assisting the Contracting Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Contracting Authority. Provided that no Authority shall be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity (whether direct, indirect or consequential loss) as a result of the early termination of this Contract pursuant to any Declaration of Ineffectiveness. 34.7 Consistent with the Authority's rights of termination implied into this Contract by the Procurement Regulations, in the event of a Public Procurement Termination Event, the Authority shall promptly notify the Service Provider that the provisions of Clause 22 and these Clauses 34.7 to 34.12 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 22 and these Clauses 34.7 to 34.12 (inclusive) or the Cessation Plan, the provisions of these Clauses 34.7 to 34.12 (inclusive) and the Cessation Plan shall prevail. 34.8 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event in respect of the period prior to the Public Procurement Termination Event. 34.9 As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Contracting Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 34.9.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 34.9.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities in accordance with the provisions of these Clauses 34.7 to 34.12 (inclusive) and to give effect to the terms of the Public Procurement Termination Event. 34.10 Upon agreement, or determination by the Contracting Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 34.11 The Contracting Authority shall pay the Service Provider's reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Contracting Authority, provided that no Authority shall be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity (whether direct, indirect or consequential loss) as a result of the early termination of this Agreement as a result of a Public Procurement Termination Event. 34.12 For the avoidance of doubt, the provisions of this clause 34 (and applicable definitions) shall survive any termination of the Agreement following a Declaration of Ineffectiveness or a Public Procurement Termination Event.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 38.1 ‌ 28.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 37 27 and Clauses 38.1 Clauses 28.1 to 38.5 28.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 37 27 and this Clauses 38.1 28.1 to 38.5 28.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 38.1 28.1 to 38.5 28.5 (inclusive) and the Cessation Plan shall prevail. 38.2 28.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 38.3 28.3 As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 38.3.1 28.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 38.3.2 28.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities,, in accordance with the provisions of Clauses 28.1 to 28.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 38.4 28.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.5 The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to Clauses 28.1 to 28.5 (inclusive). 28.6 Without prejudice to the Authority's rights of termination implied into the Contract by regulation 73(3) of the Public Contracts Regulations 2015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, TfL shall promptly notify the Service Provider and the Parties agree that the provisions of Clause 27 and these Clauses

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. 38.1 ‌ 30.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority Administrator shall promptly notify the Service ProviderOperator. The Parties agree that the provisions of Clause 37 29 and Clauses 38.1 Clauses 30.1, 30.2, 30.4 to 38.5 30.6 (inclusive) and 30.12 shall apply as from the date of receipt by the Service Provider of the notification of time when the Declaration of Ineffectiveness. Where there Ineffectiveness is any conflict or discrepancy between the provisions of Clause 37 and this Clauses 38.1 to 38.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 38.1 to 38.5 (inclusive) and the Cessation Plan shall prevail.made.‌ 38.2 30.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness., save as otherwise expressly provided to the contrary in Clauses 31.1 to 31.6 inclusive.‌ 38.3 30.3 During any court proceedings seeking a Declaration of Ineffectiveness, the Administrator may require the Operator to prepare a Cessation Plan in accordance with this 30.3 by issuing a notice in writing. As from the date of receipt by the Service Provider Operator of such notification from the notification of the Declaration of IneffectivenessAdministrator, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority Administrator shall reasonably determine an appropriate Cessation Plan with the object of achieving:achieving:‌ 38.3.1 30.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specifyService; and 38.3.2 30.3.2 minimal disruption or inconvenience to the Authority Administrator, Participating Boroughs, Users or to public passenger transport services or facilities, 38.4 Upon agreement30.3.3 in accordance with the provisions of Clauses 30.2 to 30.6 (inclusive) and which the Parties agree would have effect in the event that a Declaration of Ineffectiveness is made. 30.4 Where there is any conflict or discrepancy between the provisions of Clause 30 and Clauses 30.2 to 30.6 (inclusive) and 30.12 or the Cessation Plan, or determination by the Authority, provisions of these Clauses 30.2 to 30.6 (inclusive) and 31.12 and the Cessation Plan the shall prevail.‌ 30.5 The Parties will comply with their respective obligations under the Cessation Plan (as agreed by the Parties or, where agreement cannot be reached, as reasonably determined by the Administrator) in the event that a Declaration of Ineffectiveness is made. 30.6 The Administrator shall pay the Operator’s reasonable costs in assisting the Administrator in preparing, agreeing and complying with the Cessation Plan, provided always that the Administrator shall not be liable to the Operator for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Agreement pursuant to any Declaration of Ineffectiveness.‌ 30.7 Without prejudice to the Administrator’s rights of termination implied into the Contract by regulation 83(3) of the Public Contracts Regulations 2015 in the event that the Administrator exercises its right to terminate pursuant to this Clause 30.7 (a “Public Procurement Termination Event”), the Administrator shall promptly notify the Operator and the Parties agree that:‌ 30.7.1 the provisions of Clause 30 and these Clauses 30.7 to 30.11 (inclusive) shall apply as from the date of receipt by the Operator of the notification of the Public Procurement Termination Event; and 30.7.2 if there is any conflict or discrepancy between the provisions of Clause 29 and these Clauses 30.7 to 30.11 (inclusive) or the Cessation Plan, the provisions of these Clauses 30.7 to 30.11 (inclusive) and the Cessation Plan shall prevail. 30.8 Termination on the Public Procurement Termination Grounds shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such termination on Public Procurement Termination Grounds, in respect of the period prior to such termination, save as otherwise expressly provided for in Clauses 30.7 to‌