TERMINATION AND EXIT MANAGEMENT Clause Samples
The 'Termination and Exit Management' clause outlines the procedures and responsibilities for ending a contractual relationship and managing the transition that follows. It typically specifies the conditions under which either party may terminate the agreement, the notice periods required, and the steps for transferring assets, data, or services back to the client or to a new provider. This clause ensures a smooth and orderly disengagement process, minimizing disruption and protecting the interests of both parties during and after the contract's conclusion.
TERMINATION AND EXIT MANAGEMENT. CUSTOMER TERMINATION RIGHTS
TERMINATION AND EXIT MANAGEMENT.
30. CUSTOMER TERMINATION RIGHTS Termination on Material Default
30.1 The Customer may terminate this Contract for material Default by issuing a Termination Notice to the Supplier where:
a) the representation and warranty given by the Supplier pursuant to Clause 4.2e) (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable;
b) as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 25.3 and 25.4 (Liability) ;
c) the Customer expressly reserves the right to terminate this Contract for material Default, including pursuant to any of the following Clauses: 10.4 (Disruption), 12.5 (Records, Audit Access and Open Book Data), 15 (Promoting Tax Compliance), 23.18 (Confidentiality), 39.6b) (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer) ;
d) the Supplier commits any material Default of this Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or
e) the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process.
f) the Supplier has been struck off the current and in force ESFA register.
30.2 For the purpose of Clause 30.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.
30.3 The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which:
a) adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract ; or
b) could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract.
30.4 The Customer may terminate this Contract by issui...
TERMINATION AND EXIT MANAGEMENT. CUSTOMER TERMINATION RIGHTS Termination in Relation to Guarantee Termination on Material Default
TERMINATION AND EXIT MANAGEMENT. AUTHORITY TERMINATION RIGHTS
TERMINATION AND EXIT MANAGEMENT. Without prejudice to any other rights and remedies of the Company Entities under this Agreement or otherwise at law, Company may, without penalty, terminate in whole or in part this Agreement and/or any or all Call Offs forthwith by written notice to Supplier and any Company Entity may, without penalty, terminate in whole or in part its Call Offs forthwith by written notice to Supplier if: Supplier breaches any of the terms of this Agreement or any Call Off and (if such breach is remediable) fails to correct such breach within a period of seven (7) days (or such longer period as a Company Entity may approve in writing); Supplier shall become insolvent, be declared bankrupt or go into liquidation, or shall pass a resolution for winding up (other than for the purposes of amalgamation, merger or reconstruction) or if a Court shall make an order to that effect, or shall have a receiving order made against it; an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Supplier; or a person becomes entitled to appoint a receiver or an administrative receiver over the assets of Supplier or a receiver or administrative receiver is appointed over the assets of Supplier. Company may terminate, in whole or in part, this Agreement and/or any or all Call Offs for any reason whatsoever on written notice. Each Company Entity may terminate, in whole or in part, its Call Offs for any reason whatsoever on written notice. In the event that a Company Entity serves notice of termination pursuant to this Section 15.2, the Company Entities shall not compensate Supplier for loss of (prospective) profit or production and Supplier shall be entitled to remuneration only in respect of the Services performed or Goods delivered in accordance with this Agreement up to the date of termination and the Company Entities will not be liable for, and shall not compensate Supplier for any loss and/or damages. If a Company Entity serves notice of termination, Supplier shall carry out such Company Entity’s instructions regarding termination. Supplier shall (i) assist the Company Entities to transition the Services or if practicable delivery of Goods with as little disruption to the Company Entities as is possible in the circumstances from Supplier to a replacement service provider or to a Company Entity; (ii) promptly deliver to the Company Entity all Compan...
TERMINATION AND EXIT MANAGEMENT. 42. CUSTOMER TERMINATION RIGHTS
42.1.1 Where this Contract is conditional upon the Supplier procuring a Contract Guarantee pursuant to Clause 4 (Contract Guarantee), the Customer may terminate this Contract by issuing a Termination Notice to the Supplier where:
(a) the Contract Guarantor withdraws the Contract Guarantee for any reason whatsoever;
(b) the Contract Guarantor is in breach or anticipatory breach of the Contract Guarantee;
(c) an Insolvency Event occurs in respect of the Contract Guarantor; or
(d) the Contract Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Contract Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or
(e) the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer.
TERMINATION AND EXIT MANAGEMENT. 41. CUSTOMER TERMINATION RIGHTS
41.1.1 Where this Call Off Contract is conditional upon the Supplier procuring a Call Off Guarantee pursuant to Clause 4 (Call Off Guarantee), the Customer may terminate this Call Off Contract by issuing a Termination Notice to the Supplier where:
(a) the Call Off Guarantor withdraws the Call Off Guarantee for any reason whatsoever;
(b) the Call Off Guarantor is in breach or anticipatory breach of the Call Off Guarantee;
(c) an Insolvency Event occurs in respect of the Call Off Guarantor; or
(d) the Call Off Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Call Off Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or
(e) the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer.
TERMINATION AND EXIT MANAGEMENT. 38 WITHHOLDING, SUSPENSION AND REPAYMENT OF FUNDING
TERMINATION AND EXIT MANAGEMENT. Termination on Supplier’s Insolvency Without prejudice to any other rights or remedies of the Authority under this Framework Agreement, the Authority shall have the right forthwith to terminate this Framework Agreement and/or any Contract by written notice to the Supplier (or its trustee in bankruptcy or receiver or (if a company) liquidator or administrator) if the Supplier shall have a receiver appointed over all or a substantial part of its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs. Termination for Convenience
TERMINATION AND EXIT MANAGEMENT. Termination for Cause by the Director The Director may terminate this Agreement by serving a Termination Notice on the Provider if one or more of the circumstances set out in Clause 79.1 exist. Where the Director is terminating this Agreement for a material Default of this Agreement or one of the specific provisions in Clause 79.1 it may rely on a single material Default or on a number of Defaults or repeated Defaults that taken together constitute a material Default. Subject to Clause , where a material Default is capable of remedy the Parties shall follow the Remedial Plan Process. If the Remedial Plan Process fails, then termination shall occur on the last day of the period specified by the Director in the Director's Termination Notice served in accordance with the Remedial Plan Process. The Parties shall not follow the Remedial Plan Process where the Provider has already failed to resolve the relevant Default in accordance with a Correction Plan pursuant to Clauses 12 (Correction Plan) or 29 (Notification and Remedial Measures).