Common use of Default, Disruption and Termination Clause in Contracts

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination [RefNotes See Guidance Notes where the Contractor is a partnership] ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency insolvency and Change change of Control control H1.1 The Authority Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: (a) 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, its creditors; or (b) 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 (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) 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 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) 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 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (g) being a "“small company" ” within the meaning of section 382(3247(3) of the Companies ▇▇▇ ▇▇▇▇Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.Act 1986; or (h) any event similar to those listed in H1.1 (a)-(gH1.1(a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency insolvency and Change change of Controlcontrol, or disqualification H1.1 9.1 The Authority Council may terminate the Contract with immediate effect by giving notice in writing where the Contractor Provider is a company and in respect of the ContractorProvider: (a) 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, its creditors; or (b) 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 (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) 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 1986; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) 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 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (g) being a "small company" within the meaning of section 382(3) Section 382 of the Companies ▇▇▇ ▇▇▇▇Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.Act 1986; or (h) any event similar to those listed in H1.1 Clause 9.1 (a)-(ga) - (g) occurs under the law of any other jurisdiction. H1.2 9.2 The Authority Council may terminate the Contract with immediate effect by notice in writing where the Contractor Provider is an individual and: (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the ContractorProvider’s creditors; or (b) a petition is presented and not dismissed within fourteen (14) 14 days or order made for the ContractorProvider’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the ContractorProvider’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or (d) the Contractor Provider is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section Section 268 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (e) 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 ContractorProvider’s assets and such attachment or process is not discharged within fourteen (14) 14 days; or (f) he 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 (g) he the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the his business. H1.3 9.3 The Contractor Provider shall notify the Authority Council immediately if the Contractor Provider undergoes a change of control within the meaning of as defined by section 450, 451, 707 and 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ Act 2010 (“"Change of Control”"). The Authority Council may terminate the Contract by notice in writing with immediate effect within six (6) Months months of: (a) being notified that a change Change of control Control has occurred; or (b) where no notification has been made, the date that the Authority Council becomes aware of the change Change of controlControl; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) 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, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇Act 1983; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ Act 2010 (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. ‌ H1 Termination on Insolvency and Change of ControlControl‌ H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-252- 253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor Provider is a company and in respect of the ContractorProvider: a) 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, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or or g) being a "“small company" ” within the meaning of section 382(3247(3) of the Companies ▇▇▇ ▇▇▇▇Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditorsAct 1986; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ on Default H2.1 The Authority may terminate the Contract by written notice to the Contractor with immediate effect if the Contractor commits a Default and if: a) the Contractor has not remedied the Default to the satisfaction of the Authority within twenty five (25) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Default and requesting it to be remedied; or b) the Default is not, in the opinion of the Authority, capable of remedy.

Default, Disruption and Termination. H1 Termination on Insolvency insolvency and Change change of Controlcontrol, or disqualification H1.1 9.1 The Authority Council may terminate the Contract with immediate effect by giving notice in writing where the Contractor Provider is a company and in respect of the ContractorProvider: (a) 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, its creditors; or (b) 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 (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) 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 1986; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) 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 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (g) being a "small company" within the meaning of section 382(3) Section 382 of the Companies ▇▇▇ ▇▇▇▇Act 2006 , a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.Act 1986; or (h) any event similar to those listed in H1.1 Clause 9.1 (a)-(ga) - (g) occurs under the law of any other jurisdiction. H1.2 9.2 The Authority Council may terminate the Contract with immediate effect by notice in writing where the Contractor Provider is an individual and: (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the ContractorProvider’s creditors; or (b) a petition is presented and not dismissed within fourteen (14) 14 days or order made for the ContractorProvider’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the ContractorProvider’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or (d) the Contractor Provider is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section Section 268 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (e) 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 ContractorProvider’s assets and such attachment or process is not discharged within fourteen (14) 14 days; or (f) he 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 (g) he the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the his business. H1.3 9.3 The Contractor Provider shall notify the Authority Council immediately if the Contractor Provider undergoes a change of control within the meaning of as defined by section 450, 451, 707 and 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ Act 2010 (“"Change of Control”"). The Authority Council may terminate the Contract by notice in writing with immediate effect within six (6) Months months of: (a) being notified that a change Change of control Control has occurred; or (b) where no notification has been made, the date that the Authority Council becomes aware of the change Change of controlControl; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Default, Disruption and Termination. H1 9.1 Termination on Insolvency insolvency and Change change of Controlcontrol H1.1 9.1.1 The Authority Service Purchaser may terminate the this Contract with immediate effect by giving notice in writing where the Contractor Provider is a company and in respect of the ContractorProvider: a) 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, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (14) days of its serviceService) 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 1986; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or or g) being a "small company" within the meaning of section 382(3Section 247(3) of the Companies ▇▇▇ ▇▇▇▇Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditorsAct 1986; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or b) 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 c) a petition is presented for its winding up (which is not dismissed within fourteen (14) 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 ▇▇▇ ▇▇▇▇; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) 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 f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or or g) being a "“small company" ” within the meaning of section 382(3247(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. h) any event similar to those listed in H1.1 (a)-(g) occurs under the law of any other jurisdiction. H1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: a) being notified that a change of control has occurred; or b) where no notification has been made, the date that the Authority becomes aware of the change of control; but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Default, Disruption and Termination. H1 G1 Termination on Insolvency insolvency and Change change of Controlcontrol H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) 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 (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) 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 ▇▇▇ ▇▇▇▇; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) 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 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or (g) being a "“small company" ” within the meaning of section 382(3247(3) of the Companies ▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.; or (h) any event similar to those listed in H1.1 (a)-(gG1.1(a)-(g) occurs under the law Law of any other jurisdiction. H1.2 G1.2 The Authority Client may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or (b) a petition is presented and not dismissed within fourteen (14) 14 days or order made for the Contractor’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or (d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or (e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) 14 days; or (f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; or (g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the his business. H1.3 G1.3 The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: (a) a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) it is for any reason dissolved; or (c) a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or (d) a receiver, or similar officer is appointed over the whole or any part of its assets; or (e) the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency ▇▇▇ ▇▇▇▇ as applied and modified by the Insolvent Partnerships Order 1994; or (f) any of the following occurs in relation to any of its partners: (i) an application for an interim order is made pursuant to Section 252- 253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or (ii) a petition is presented for his bankruptcy; or (iii) a receiver, or similar officer is appointed over the whole or any part of his assets. G1.4 The Client may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) it is for any reason dissolved; or (c) an application 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 within Part II of the Insolvency ▇▇▇ ▇▇▇▇; or (d) any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency ▇▇▇ ▇▇▇▇; or (e) a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency ▇▇▇ ▇▇▇▇; or (f) a receiver, or similar officer is appointed over the whole of any part of its assets; or (g) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or (h) a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇. G1.5 References to the Insolvency ▇▇▇ ▇▇▇▇ in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships ▇▇▇ ▇▇▇▇ subordinate legislation. G1.6 The Contractor shall notify the Authority Client immediately if the Contractor undergoes a change of control within the meaning of section 1124 416 of the Income and Corporation Tax Taxes ▇▇▇ ▇▇▇▇ (“Change of Control”). The Authority Client may terminate the Contract by notice in writing with immediate effect within six (6) Months of: (a) being notified that a change Change of control Control has occurred; or (b) where no notification has been made, the date that the Authority Client becomes aware of the change Change of control; Control, if such Change of Control has had a material adverse impact on the Services but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Default, Disruption and Termination. H1 10.1 Termination on Insolvency insolvency and Change change of Controlcontrol H1.1 10.1.1 The Authority Customer may terminate the Contract with immediate effect by giving notice in writing where the Contractor Provider is a company and in respect of the Contractor:Provider:- (a) 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, its creditors; or (b) 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 (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) ten working 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 1986; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) 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 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency ▇▇▇ ▇▇▇▇Act 1986; or (g) being a "small company" within the meaning of section 382(3Section 247(3) of the Companies ▇▇▇ ▇▇▇▇Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.Act 1986; or (h) any event similar to those listed in H1.1 clause 10.1.1(a) - (a)-(gh) occurs under the law of any other jurisdiction. H1.2 10.1.2 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or e) 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; or f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇; or g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business. H1.3 The Contractor Provider shall notify the Authority Customer immediately if the Contractor Provider undergoes a change of control within the meaning of section 1124 Section 416 of the Income and Corporation Tax ▇▇▇ ▇▇▇▇ Taxes Act 1988 (“"Change of Control”"). The Authority Customer may terminate the Contract by notice in writing with immediate effect within six months of:- (6) Months of: a) being notified that a change Change of control Control has occurred; or (b) where no notification has been made, the date that the Authority Customer becomes aware of the change Change of controlControl; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Default, Disruption and Termination. H1 Termination on Insolvency and Change of ControlControl‌ H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor:Contractor:- a) 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, its creditors; orcreditors;‌ b) 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); oramalgamation);‌ c) a petition is presented for its winding up (which is not dismissed within fourteen (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 ▇▇▇ ▇▇▇▇; orAct 1986;‌ d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; orassets;‌ e) 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; orgiven;‌ f) it is or becomes insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; orAct 1986;‌ g) being a "small company" within the meaning of section 382(3) of the Companies ▇▇▇ ▇▇▇▇Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency ▇▇▇ ▇▇▇▇.Act 1986; or‌ h) any event similar to those listed in clauses H1.1 (a)-(g) occurs under the law of any other jurisdiction.jurisdiction.‌ H1.2 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of “Control” within the meaning of section 1124 of the Corporation Tax Act 2010 (as amended) (“Change of Control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of:-‌ a) being notified that a Change of Control has occurred; or‌ b) where no notification has been made, the date that the Authority becomes aware of the Change of Control; but shall not be permitted to terminate where an Approval was granted prior to the Change of Control.‌‌ H1.3 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and:and:-‌ a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency ▇▇▇ ▇▇▇▇ Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; orcreditors;‌ b) a petition is presented and not dismissed within fourteen (14) days or order made for the Contractor’s bankruptcy; or; c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, receiver or similar officer over the whole or any part of his assets; orassets;‌ d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; orAct 1986;‌ e) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration seizure or other such process is levied or enforced on or sued against, the whole or any part of the Contractor’s assets and such attachment or process is not discharged within fourteen (14) days; ordays;‌ f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health ▇▇▇ ▇▇▇▇Act 1983; oror‌ g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the business.business.‌ H1.3 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇ (“Change of Control”). H1.4 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and:- a) a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; b) it is dissolved for any reason; c) a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; d) a receiver, or similar officer is appointed over the whole or any part of its assets; e) the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or f) any of the following occurs in relation to any of its partners:- (i) an application for an interim order is made pursuant to Section 252- (ii) a petition is presented for his bankruptcy; or (iii) a receiver, or similar officer is appointed over the whole or any part of his assets. H1.5 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and:- a) a proposal is made for a voluntary arrangement within six Part I of the Insolvency Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; b) it is dissolved for any reason; c) an application 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 within Part II of the Insolvency Act 1986; d) any step is taken with a view to it being determined that it be wound up (6other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) Months ofwithin Part IV of the Insolvency Act 1986; e) a petition is presented for its winding up (which is not dismissed within fourteen (14) days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Act 1986; f) a receiver, or similar officer is appointed over the whole of any part of its assets; g) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or h) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986. H1.6 References to the Insolvency Act 1986 in clause H1.5 shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. H1.7 The Authority may, at its sole discretion, appoint a Replacement Contractor on the same terms and conditions as this Contract as a result of corporate restructuring, including takeover, merger, acquisition or insolvency of the Contractor provided that the Replacement Contractor meets the pre-qualification criteria and the change in contractor does not result in any other substantial amendments to the Contract. H1A.1 The Authority shall be entitled to terminate the Contract where:- (i) the Contract has been subject to substantial modification which would have required a new procurement procedure in accordance with Regulation 72(9) of the Public Contracts Regulations 2015; (ii) the Authority has become aware that the Contractor should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; or (iii) the Contract should not have been awarded to the Contractor in view of a serious infringement of the obligations under the Treaties and the Public Contracts Directive 2014/24/EU that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the Treaty of the Functioning of the European Union. H2 Termination on Default‌‌ H2.1 The Authority may without prejudice to any other right or remedy available to it terminate the Contract by written notice to the Contractor with immediate effect or such period as specified by the Authority in writing if the Contractor commits a Default and if:- a) the Default is not, in the opinion of the Authority capable of remedy;‌ b) the Default is a Material Breach of the Contract.‌ H2.2 Without prejudice to the provisions of clause H1, H1A or H2.1 or to any other right or remedy available to the Authority, where the Authority considers that the Contractor has committed a Persistent Breach in relation to the Contract or any part thereof (including any part of the Services), the Authority shall be entitled to serve a written notice (“Formal Warning Notice”) on the Contractor:- a) specifying that it is a Formal Warning Notice; b) giving details of the Persistent Breach; and c) stating that if the Persistent Breach recurs [three (3)] or more times within a [Suggest value three (3)] Month period after the date of service of the Formal Warning Notice, this may result in a termination of the Contract or that part of the Services affected by such Persistent Breach. H2.3 If: a) being notified twenty (20) Working Days after service of a Formal Warning Notice, the Contractor has failed to demonstrate to the Authority’s satisfaction that a change of control the Persistent Breach specified has occurrednot continued and that the Contractor has put in place measures to ensure that such Persistent Breach does not recur; or b) where no notification has been madewithin a [Suggest value three (3)] month period after the date of service of the Formal Warning Notice, the date Contractor has failed to demonstrate to the satisfaction of the Authority that the Authority becomes aware Persistent Breach specified has not recurred [three (3)] or more times within such [Suggest value three (3)] month period and that the Contractor has put in place measures to ensure that such Persistent Breach does not recur, H2.4 In the event that through any Default of the change Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of control; but reconstitution of that data. The Contractor shall reimburse the Authority in respect of any charge levied for its transmission and any other costs charged in connection with such Default. H2.5 If the Authority fails to pay the Contractor undisputed sums of money when due, the Contractor shall notify the Authority in writing of such failure to pay. If the Authority fails to pay such undisputed sums within ninety (90) Working Days of the date of such written notice, the Contractor may terminate the Contract in writing with immediate effect, save that such right of termination shall not be permitted apply where the failure to terminate where an Approval was granted prior pay is due to the change Authority exercising its rights under clause C3 (Recovery of control.Sums Due).‌‌