Common use of TERMINATION AND EXIT MANAGEMENT Clause in Contracts

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 issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs.

TERMINATION AND EXIT MANAGEMENT. ‌ 30. CUSTOMER TERMINATION RIGHTS Termination on Material Default‌ 30.1 Default The Customer may terminate this Contract for material Default by issuing a Termination Termi- nation Notice to the Supplier where: a: ) the representation and warranty given by the Supplier pursuant to Clause 4.2eif the Contract Charges payable under this Contract exceed or are likely to exceed five (5) million pounds, as at the Contract Commencement Date it has notified the Customer in writing of any Occasions of Tax Non- Compliance or any litigation that it is involved in connection with any Oc- casions of Tax Non Compliance; (Representations and Warranties) is materially ma- terially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer Cus- tomer 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 Subject to Clauses Neither Party ex- cludes or limits it liability for: to The Supplier does not exclude or limit its liability in respect of the indemnity in Clauses The Supplier shall, during and 25.4 after the Contract Period, on written demand, indemnify the Cus- tomer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. to If the Supplier elects to procure a licence in accordance with Clause procure for the Customer the right to continue using the relevant item which is sub- ject to the IPR Claim; or or to modify or replace an item pursuant to Clause replace or modify the relevant item with non-infringing substi- tutes provided that:, but this has not avoided or resolved the IPR Claim, then: (IPR Indemnity) and in each case whether before or after the mak- ing of a demand pursuant to the indemnity therein. (Unlimited Liability), the Suppliers total aggregate liability: and Subject to Clauses Neither Party excludes or limits it liability for: and The Supplier does not exclude or limit its liability in respect of the indemnity in Clauses The Supplier shall, during and after the Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. to If the Supplier elects to procure a licence in accordance with Clause procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or or to modify or replace an item pur- suant to Clause replace or modify the relevant item with non-infringing substitutes provided that:, but this has not avoided or resolved the IPR Claim, then: (IPR Indemnity) and in each case whether before or after the making of a demand pursuant to the indemnity therein. (Unlimited Lia- bility) and Subject to Clauses Neither Party excludes or limits it liability for: to The Supplier does not exclude or limit its liability in respect of the indemnity in Clauses The Supplier shall, during and after the Contract Pe- riod, on written demand, indemnify the Customer against all Losses in- curred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the in- demnity hereunder) arising from an IPR Claim. to If the Supplier elects to procure a licence in accordance with Clause procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or or to modify or replace an item pursuant to Clause replace or modify the relevant item with non-infringing substitutes provided that:, but this has not avoided or resolved the IPR Claim, then: (IPR Indemnity) and in each case whether before or after the making of a demand pursuant to the indemnity therein. (Unlimited Liability), the Suppliers total aggregate liability: and Error! Not a valid bookmark self-reference. (Financial Lim- its) and without prejudice to its obligation to pay the undisputed Contract Charges as and when they fall due for payment, the Customer's total ag- gregate liability in respect of all Losses as a result of Customer Causes shall be limited to: (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 issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs.