Common use of Termination on Insolvency and Change of Control Clause in Contracts

Termination on Insolvency and Change of Control. 54.1 The CLIENT may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: 54.1.1 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 54.1.2 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 54.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 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 54.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 being notified that a change of control has occurred; or 54.2.2 where no notification has been made, the date that the CLIENT becomes aware of the change of control, 54.2.3 but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 10.1.1 The CLIENT Authority may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 10.1.2 The SERVICE PROVIDER Supplier shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change of control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 49.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 49.1.1 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 54.1.2 49.1.2 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 54.1.3 49.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 49.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 49.1.5 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 54.1.6 49.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 49.1.7 being a “small company” within the meaning of section 247(3) of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 49.1.8 any event similar to those listed in 9.1.1 (a)-(g) clauses 49.1.1-49.1.7 occurs under the law of any other jurisdiction. 54.2 49.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: 49.2.1 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 Supplier’s creditors; or 49.2.2 a petition is presented and not dismissed within 14 days or order made for the Supplier’s bankruptcy; or 49.2.3 a receiver, or similar officer is appointed over the whole or any part of the Supplier’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or 49.2.4 the Supplier 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 49.2.5 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 Supplier’s assets and such attachment or process is not discharged within 14 days; or 49.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or 49.2.7 he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 49.3 The Supplier shall notify the CLIENT Council immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 of being notified that a change of control has occurred; or 54.2.2 49.3.1 where no notification has been made, the date that the CLIENT Council becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 9.1.1 The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 (h) any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 9.1.2 The SERVICE PROVIDER Service Provider shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change of control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Customer becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 9.1.1 The CLIENT Authority may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 (h) any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 9.1.2 The SERVICE PROVIDER Supplier shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change of control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER: 54.1.1 Service Provider:- 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 54.1.2 or 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 54.1.3 or a petition is presented for its winding up (which is not dismissed within 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 54.1.4 or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 or 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 54.1.6 or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 or being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 or any event similar to those listed in 9.1.1 (a)-(g) Clause 31.1.1 to Clause 31.1.7 occurs under the law of any other jurisdiction. 54.2 . The SERVICE PROVIDER Service Provider shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT Authority may terminate the Contract by giving notice in writing to the Service Provider with immediate effect within six (6) months of: 54.2.1 Months of:- being notified that a change of control has occurred; or 54.2.2 or where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , if it believes, acting reasonably, that such change is likely to have an adverse effect on the performance of the Services, but it shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: 54.1.1 Service Provider: 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 assignation for the benefit of, its creditors; or 54.1.2 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 54.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 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 54.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; or 54.1.8 a debt relief order is entered into; or any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 : being notified that a change of control Control has occurredoccurred in accordance with clause 33.1 (Change of Control); or 54.2.2 or where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control, 54.2.3 but shall . But the Purchaser may not be permitted to terminate the Contract under clause 60.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 ‌ 49.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 49.1.1 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 54.1.2 49.1.2 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 54.1.3 49.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 49.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 49.1.5 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 54.1.6 49.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 49.1.7 being a “small company” within the meaning of section 247(3) of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 49.1.8 any event similar to those listed in 9.1.1 (a)-(g) clauses 49.1.1-49.1.7 occurs under the law of any other jurisdiction. 54.2 49.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: 49.2.1 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 Supplier’s creditors; or 49.2.2 a petition is presented and not dismissed within 14 days or order made for the Supplier’s bankruptcy; or 49.2.3 a receiver, or similar officer is appointed over the whole or any part of the Supplier’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or 49.2.4 the Supplier 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 49.2.5 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 Supplier’s assets and such attachment or process is not discharged within 14 days; or 49.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or 49.2.7 he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 49.3 The Supplier shall notify the CLIENT Council immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 of being notified that a change of control has occurred; or 54.2.2 49.3.1 where no notification has been made, the date that the CLIENT Council becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 58.1. The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 58.1.1. 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 assignation for the benefit of, its creditors; or; 54.1.2 58.1.2. a shareholders’ meeting is convened for the purpose of considering a resolution reso lut ion that it be wound up or a resolution for its winding-up is passed (other than as part p art of, and exclusively for the purpose of, a bona fide f ide reconstruction or amalgamation); or; 54.1.3 58.1.3. a petition is presented for its winding up (which is not dismissed within 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; 54.1.4 58.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or o r any part of its business or assets; or; 54.1.5 58.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice no ▇▇▇▇ of intention to appoint an administrator is given; or; 54.1.6 58.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or; 54.1.7 58.1.7. being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; 58.1.8. a debt relief order is entered into; or 54.1.8 58.1.9. any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”)58.2. The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 58.2.1. being notified that a change of control Control has occurredoccurred in accordance with c ▇▇▇▇▇ 33.2 (Change of Control); or 54.2.2 58.2.2. where no such notification has been madegiven, the date that the CLIENT becomes Purchaser b ecomes aware of the change of control,. 54.2.3 but shall 58.3. But the Purchaser may not be permitted to terminate the Contract under clause 58.2 where an Approval was granted prior to ap proval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 58.1. The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 58.1.1. 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 assignation for the benefit of, its creditors; or; 54.1.2 58.1.2. 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; 54.1.3 58.1.3. a petition is presented for its winding up (which is not dismissed within 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▇▇▇ ▇▇▇▇; 54.1.4 58.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 54.1.5 58.1.5. 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; 54.1.6 58.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or▇▇▇ ▇▇▇▇; 54.1.7 58.1.7. being a “"small company” " within the meaning of section 247(3) 382 of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986▇▇▇ ▇▇▇▇; 58.1.8. a debt relief order is entered into; or 54.1.8 58.1.9. any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”)58.2. The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 58.2.1. being notified that a change of control Control has occurredoccurred in accordance with Clause 33.2 (Change of Control); or 54.2.2 58.2.2. where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control,Control. 54.2.3 but shall 58.3. But the Purchaser may not be permitted to terminate the Contract under Clause 58.2 where an Approval was granted prior to approval of the change of controlControl has been granted by notice by the Purchaser. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing where the SERVICE PROVIDER Provider is a company and in respect of the SERVICE PROVIDER: 54.1.1 Provider:- 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 54.1.2 or 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 54.1.3 or a petition is presented for its winding up (which is not dismissed within 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 54.1.4 or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 or 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 54.1.6 or it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 or being a “"small company” " within the meaning of section 247(3Section 382(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 or any event similar to those listed in 9.1.1 (a)-(g) Clause 23.3.1 to Clause 23.3.7 occurs under the law of any other jurisdiction. 54.2 . The SERVICE PROVIDER Provider shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of section 416 Section 1124 of the Income and Corporation Taxes Act 1988 2010 (“change "Change of control”Control"). The CLIENT Authority may terminate the Contract Framework Agreement by giving notice in writing to the Provider with immediate effect within six (6) months of: 54.2.1 Months of:- being notified that a change Change of control Control has occurred; or 54.2.2 or where no notification has been made, the date that the CLIENT Authority becomes aware of the change Change of control, 54.2.3 Control; but shall not be permitted to terminate where an Approval was granted prior to the Change of Control or where the Change of Control is part of a bona fide reorganisation of Provider’s corporate group and where there is no change of controlin the Provider’s ultimate holding company.

Termination on Insolvency and Change of Control. 54.1 58.1. The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 58.1.1. 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 assignation for the benefit of, its creditors; or; 54.1.2 58.1.2. 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; 54.1.3 58.1.3. a petition is presented for its winding up (which is not dismissed within 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▇▇▇ ▇▇▇▇; 54.1.4 58.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 54.1.5 58.1.5. 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; 54.1.6 58.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or▇▇▇ ▇▇▇▇; 54.1.7 58.1.7. being a “small company” within the meaning of section 247(3) 382 of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986▇▇▇ ▇▇▇▇; 58.1.8. a debt relief order is entered into; or 54.1.8 58.1.9. any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”)58.2. The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 58.2.1. being notified that a change of control Control has occurred; oroccurred in accordance with clause 54.2.2 58.2.2. where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control,. 54.2.3 but shall 58.3. But the Purchaser may not be permitted to terminate the Contract under clause 58.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER: 54.1.1 Service Provider: 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 54.1.2 or 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 54.1.3 or a petition is presented for its winding up (which is not dismissed within 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 54.1.4 or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 or 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 54.1.6 or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 . The SERVICE PROVIDER Service Provider shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 : being notified that a change of control has occurred; or 54.2.2 or where no notification has been made, the date that the CLIENT Customer becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: 54.1.1 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 54.1.2 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 54.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 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 54.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 being notified that a change of control has occurred; or 54.2.2 where no notification has been made, the date that the CLIENT becomes aware of the change of control, 54.2.3 but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: 54.1.1 Service Provider: 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 assignation for the benefit of, its creditors; or 54.1.2 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 54.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 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 54.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; or 54.1.8 a debt relief order is entered into; or any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 : being notified that a change of control Control has occurredoccurred in accordance with clause 32.2 (Change of Control); or 54.2.2 or where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control, 54.2.3 but shall . But the Purchaser may not be permitted to terminate the Contract under clause 58.2 where an Approval was granted prior to approval of the change of control has been granted by notice by the Purchaser. Guidance notes: In line with usual practice, clause 58.1 empowers the SG to terminate the Contract where the Service Provider is insolvent and clause 58.2 empowers the SG to terminate the Contract where it is not content with a change of Control that has taken place. The SG might actually be duty bound to terminate under EU law where there is a change of control. Earlier clause 33 requires the Service Provider to notify changes of Control for approval by the SG in advance of the change. As noted above in relation to clause 33, legal advice should be taken before approving change of Control.

Termination on Insolvency and Change of Control. 54.1 58.1. The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 58.1.1. 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 assignation for the benefit of, its creditors; or; 54.1.2 58.1.2. 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; 54.1.3 58.1.3. a petition is presented for its winding up (which is not dismissed within 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; 54.1.4 58.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 54.1.5 58.1.5. 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; 54.1.6 58.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or; 54.1.7 58.1.7. being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; 58.1.8. a debt relief order is entered into; or 54.1.8 58.1.9. any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”)58.2. The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 58.2.1. being notified that a change of control Control has occurredoccurred in accordance with clause 33.2 (Change of Control); or 54.2.2 58.2.2. where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control,. 54.2.3 but shall 58.3. But the Purchaser may not be permitted to terminate the Contract under clause 58.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 D1.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Provider is a company and in respect of the SERVICE PROVIDERProvider: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “"small company” " within the meaning of section 247(3) Section 382 of the Companies Act 19852006 , a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 Clause D1.1(a) - (a)-(gg) occurs under the law of any other jurisdiction. 54.2 D1.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the 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 Provider’s creditors; or (b) a petition is presented and not dismissed within 14 days or order made for the Provider’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Provider’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 Provider 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 Provider’s assets and such attachment or process is not discharged within 14 days; or (f) 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) the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. D1.3 The Provider shall notify the CLIENT Council immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of as defined by section 416 450, 451,707 and 1124 of the Income and Corporation Taxes Tax Act 1988 2010 (“change "Change of control”Control"). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change Change of control Control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Council becomes aware of the change Change of control, 54.2.3 Control; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Termination on Insolvency and Change of Control. 54.1 22.1.1 The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing to the Supplier where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 22.1.1.1 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 54.1.2 22.1.1.2 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 54.1.3 22.1.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 22.1.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 22.1.1.5 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 54.1.6 22.1.1.6 it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 22.1.1.7 being a “"small company” " within the meaning of section Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 22.1.1.8 any event similar to those listed in 9.1.1 (a)-(g) clause 22.1.1.1 to 22.1.1.7 occurs under the law of any other jurisdiction. 54.2 22.1.2 The SERVICE PROVIDER Customer may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: 22.1.2.1 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 Supplier's creditors; or 22.1.2.2 a petition is presented and not dismissed within 14 days or order made for the Supplier's bankruptcy; or 22.1.2.3 a receiver, or similar officer is appointed over the whole or any part of the Supplier's assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or 22.1.2.4 the Supplier 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 22.1.2.5 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 Supplier's assets and such attachment or process is not discharged within 14 days; or 22.1.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or 22.1.2.7 the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 22.1.3 The Supplier shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 (“change "Change of control”Control"). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 22.1.3.1 being notified that a change Change of control Control has occurred; or 54.2.2 22.1.3.2 where no notification has been made, the date that the CLIENT Customer becomes aware of the change Change of control, 54.2.3 Control, but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Termination on Insolvency and Change of Control. 54.1 8.1.1 The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER:Service Provider:- 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “"small company” " within the meaning of section Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 Clause 8.1.1(a) - (a)-(gg) occurs under the law of any other jurisdiction. 54.2 8.1.2 The SERVICE PROVIDER Customer may terminate the Contract with immediate effect by notice in writing where the Service 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 Service Provider's creditors; or (b) a petition is presented and not dismissed within 14 days or order made for the Service Provider's bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Service Provider'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 Service Provider 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 Service Provider's assets and such attachment or process is not discharged within 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) the Service Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 8.1.3 The Service Provider shall notify the CLIENT Customer immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 (“change "Change of control”Control"). The CLIENT Customer may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change Change of control Control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Customer becomes aware of the change Change of control, 54.2.3 Control; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Termination on Insolvency and Change of Control. 54.1 8.1.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Provider is a company and in respect of the SERVICE PROVIDER:Provider:- 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “"small company” " within the meaning of section Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 Clause 8.1.1 (a)-(ga) 8.1.1(g) occurs under the law of any other jurisdiction. 54.2 8.1.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the 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 Provider's creditors; or (b) a petition is presented and not dismissed within 14 days or order made for the Provider 's bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Provider '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 Provider 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 Provider 's assets and such attachment or process is not discharged within 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) the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 8.1.3 The Provider shall notify the CLIENT Council immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of section 416 1124 of the Income and Corporation Taxes Tax Act 1988 2010 (“change "Change of control”Control"). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six months of:- (6a) months of: 54.2.1 being notified that a change Change of control Control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Council becomes aware of the change Change of control, 54.2.3 Control; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER: 54.1.1 Provider:- 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 54.1.2 or 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 54.1.3 or a petition is presented for its winding up (which is not dismissed within 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 54.1.4 or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 or 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 54.1.6 or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 or any event similar to those listed in 9.1.1 (a)-(g) Clause 25.7.1 to Clause 25.7.7 occurs under the law of any other jurisdiction. 54.2 . The SERVICE PROVIDER Provider shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Authority may terminate the Contract by giving notice in writing to the Provider with immediate effect within six (6) months of: 54.2.1 of:- being notified that a change of control has occurred; or 54.2.2 or where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , if it believes, acting reasonably, that’s such change is likely to have an adverse effect on performance of the Supply of Goods and/or Services, but it shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 66.1 The CLIENT Service Provider shall notify in writing immediately, and the Employer may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 i) 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 assignation for the benefit of, its creditors; or; 54.1.2 ii) 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; 54.1.3 iii) a petition is presented for its winding up (which is not dismissed within 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▇▇▇ ▇▇▇▇; 54.1.4 iv) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 54.1.5 v) 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; 54.1.6 vi) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or▇▇▇ ▇▇▇▇; 54.1.7 vii) being a “small company” company within the meaning of section 247(3) 382 of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986▇▇▇ ▇▇▇▇; viii) a debt relief order is entered into; or 54.1.8 ix) any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 66.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Employer may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 of being notified that a change of control Control has occurredoccurred in accordance with clause 36.1 (Change of Control); or 54.2.2 or where no such notification has been madegiven, the date that the CLIENT Employer becomes aware of the change of control,. 54.2.3 but shall 66.3 But the Employer may not be permitted to terminate the Contract under 66.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Employer.

Termination on Insolvency and Change of Control. 54.1 10.1.1 The CLIENT Authority may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Contractor is a company and in respect of the SERVICE PROVIDERContractor: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 (h) any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 10.1.2 The SERVICE PROVIDER Contractor shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change of control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 44.1 The CLIENT Authority may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Contractor is a company and in respect of the SERVICE PROVIDERContractor and: 54.1.1 44.1.1 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 54.1.2 44.1.2 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 54.1.3 44.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 44.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 44.1.5 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 54.1.6 44.1.6 it is or becomes insolvent deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 44.1.7 being a “small company” within the meaning of section 247(3382(3) of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 44.1.8 any event similar to those listed in 9.1.1 (a)-(g) 44.1.1 – 44.1.7 occurs under the law of any other jurisdiction. 54.2 44.2 Separate provisions on insolvency and change of control apply where the Contractor is 44.2.1 a limited liability partnership; or 44.2.2 a partnership under the Partnership Act 1890; or 44.2.3 an individual. 44.3 The SERVICE PROVIDER Contractor shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Contractor undergoes a change of control within the meaning of section 416 sections 450 and 451 of the Income and Corporation Taxes Tax Act 1988 2010 (“change of control”"). The CLIENT Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 44.3.1 being notified that a change of control has occurred; or 54.2.2 44.3.2 where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted the Authority agreed in writing prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Contractor shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDER: 54.1.1 Contractor: 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 assignation for the benefit of, its creditors; or 54.1.2 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 54.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 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 54.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; or 54.1.8 a debt relief order is entered into; or any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 : being notified that a change of control Control has occurredoccurred in accordance with clause 32.2 (Change of Control); or 54.2.2 or where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control, 54.2.3 but shall . But the Purchaser may not be permitted to terminate the Contract under clause 57.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 8.1.1 The CLIENT Customer may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Contractor is a company and in respect of the SERVICE PROVIDER:Contractor:- 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “"small company” " within the meaning of section Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 Clause 8.1.1 (a)-(ga) 8.1.1(g) occurs under the law of any other jurisdiction. 54.2 8.1.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Customer may terminate the Contract with immediate effect by notice in writing with immediate effect within six where the Contractor is an individual and:- (6a) months 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: 54.2.1 being notified that a change of control has occurred, the Contractor's creditors; or 54.2.2 where no notification has been made, (b) a petition is presented and not dismissed within 14 days or order made for the date that the CLIENT becomes aware of the change of control, 54.2.3 but shall not be permitted to terminate where an Approval was granted prior to the change of control.Contractor's bankruptcy; or

Termination on Insolvency and Change of Control. 54.1 ‌ 49.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Contractor is a company and in respect of the SERVICE PROVIDERContractor: 54.1.1 49.1.1 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 54.1.2 49.1.2 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 54.1.3 49.1.3 a petition is presented for its winding up (which is not dismissed within 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 54.1.4 49.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 49.1.5 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 54.1.6 49.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 49.1.7 being a “small company” within the meaning of section 247(3) of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 49.1.8 any event similar to those listed in 9.1.1 (a)-(g47.1(a)-(g) occurs under the law of any other jurisdiction. 54.2 49.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: 49.2.1 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 49.2.2 a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or 49.2.3 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 49.2.4 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 49.2.5 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 14 days; or 49.2.6 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or 49.2.7 he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. 49.3 The Contractor shall notify the CLIENT Council immediately if the SERVICE PROVIDER Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 49.3.1 being notified that a change of control has occurred; or 54.2.2 49.3.2 where no notification has been made, the date that the CLIENT Council becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 58.1. The CLIENT Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by giving notice in writing notice, where the SERVICE PROVIDER is a company and in respect of the SERVICE PROVIDERService Provider: 54.1.1 58.1.1. 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 assignation for the benefit of, its creditors; or; 54.1.2 58.1.2. 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; 54.1.3 58.1.3. a petition is presented for its winding up (which is not dismissed within 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; 54.1.4 58.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or; 54.1.5 58.1.5. 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; 54.1.6 58.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or; 54.1.7 58.1.7. being a “small company” within the meaning of section 247(3) 382 of the Companies Act 19852006, a moratorium comes into force pursuant to Schedule schedule A1 of to the Insolvency Act 1986; 58.1.8. a debt relief order is entered into; or 54.1.8 58.1.9. any event similar to those listed in 9.1.1 (a)-(g) above occurs under the law of any other jurisdiction. 54.2 The SERVICE PROVIDER shall notify the CLIENT immediately if the SERVICE PROVIDER undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”)58.2. The CLIENT Purchaser may terminate the Contract by notice in writing with immediate effect within six (6) 6 months of: 54.2.1 58.2.1. being notified that a change of control Control has occurred; oroccurred in accordance with clause 54.2.2 58.2.2. where no such notification has been madegiven, the date that the CLIENT Purchaser becomes aware of the change of control,. 54.2.3 but shall 58.3. But the Purchaser may not be permitted to terminate the Contract under clause 58.2 where an Approval was granted prior to approval of the change of controlcontrol has been granted by notice by the Purchaser.

Termination on Insolvency and Change of Control. 54.1 D1.1 The CLIENT Council may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Provider is a company and in respect of the SERVICE PROVIDERProvider: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section Section 123 of the Insolvency Act 1986; or 54.1.7 (g) being a “"small company” " within the meaning of section 247(3) Section 382 of the Companies Act 19852006 , a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 (h) any event similar to those listed in 9.1.1 Clause D1.1(a) - (a)-(gg) occurs under the law of any other jurisdiction. 54.2 D1.2 The SERVICE PROVIDER Council may terminate the Contract with immediate effect by notice in writing where the 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 Provider’s creditors; or (b) a petition is presented and not dismissed within 14 days or order made for the Provider’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Provider’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 Provider 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 Provider’s assets and such attachment or process is not discharged within 14 days; or (f) 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) the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. D1.3 The Provider shall notify the CLIENT Council immediately if the SERVICE PROVIDER Provider undergoes a change of control within the meaning of as defined by section 416 450, 451,707 and 1124 of the Income and Corporation Taxes Tax Act 1988 2010 (“change "Change of control”Control"). The CLIENT Council may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change Change of control Control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Council becomes aware of the change Change of control, 54.2.3 Control; but shall not be permitted to terminate where an Approval was granted prior to the change Change of controlControl. [D1.4 The Council may terminate the Contract with immediate effect by giving notice in writing where the Service User dies or for whatever reason is admitted to hospital or to any other care facility.]

Termination on Insolvency and Change of Control. 54.1 11.1.1 The CLIENT Authority may terminate the Contract with immediate effect by giving notice in writing where the SERVICE PROVIDER Supplier is a company and in respect of the SERVICE PROVIDERSupplier: 54.1.1 (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 54.1.2 (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 54.1.3 (c) a petition is presented for its winding up (which is not dismissed within 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 54.1.4 (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 (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 54.1.6 (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.7 (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985▇▇▇ ▇▇▇▇, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986▇▇▇ ▇▇▇▇; or 54.1.8 (h) any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. 54.2 11.1.2 The SERVICE PROVIDER Supplier shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ▇▇▇ ▇▇▇▇ (“change of control”). The CLIENT Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: 54.2.1 (a) being notified that a change of control has occurred; or 54.2.2 (b) where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Termination on Insolvency and Change of Control. 54.1 The CLIENT Authority may terminate the Contract this Framework Agreement with immediate effect by giving notice in writing where the SERVICE PROVIDER Service Provider is a company and in respect of the SERVICE PROVIDER: 54.1.1 Service Provider:- 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 54.1.2 or 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 54.1.3 or a petition is presented for its winding up (which is not dismissed within 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 54.1.4 or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 54.1.5 or 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 54.1.6 or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or 54.1.7 or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or 54.1.8 or any event similar to those listed in 9.1.1 (a)-(g) Clause 13.1.1 to Clause 13.1.7 occurs under the law of any other jurisdiction. 54.2 . The SERVICE PROVIDER Service Provider shall notify the CLIENT Authority immediately if the SERVICE PROVIDER Service Provider undergoes a change of control within the meaning of section Section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The CLIENT Authority may terminate the Contract by giving notice in writing to the Service Provider with immediate effect within six (6) months of: 54.2.1 of:- being notified that a change of control has occurred; or 54.2.2 or where no notification has been made, the date that the CLIENT Authority becomes aware of the change of control, 54.2.3 , if it believes, acting reasonably, that such change is likely to have an adverse effect on performance of the Services, but it shall not be permitted to terminate where an Approval was granted prior to the change of control.