Common use of Termination or Expiry Clause in Contracts

Termination or Expiry. 35.1 Subject to the provisions of Clause 35.7, in the event of a serious breach of the performance of this Arrangement by the Provider (which shall be determined by a Lead REO or, where applicable, by the National Director), the Executive reserves the right to terminate this Arrangement by giving the Provider three months’ written notice (or such other written notice period as may be agreed). 35.2 In the event of a serious breach of the performance of this Arrangement by the Executive (which shall be determined by the Chief Executive Officer or equivalent of the Provider, acting reasonably), the Provider reserves the right to terminate this Arrangement giving three months’ written notice (or such other written notice period as may be agreed). 35.3 Subject always to Clause 36, either party may terminate this Arrangement by giving 12 months’ written notice (or such lesser written notice period as may be agreed) to the other party. 35.4 The Executive may terminate this Arrangement upon provision of six (6) months’ written notice where: (a) in respect of the Provider, a Reorganisation or Restructuring, dissolution or other analogous event (whether statutory or otherwise) occurs where the circumstances described in Clause 20.7 exist, or, (b) in respect of the Executive, any significant organisational, governance or policy change affecting the Executive occurs, which the Executive is of the opinion substantially alters the nature, manner or amount of the Services and/or the Funding or the ability of the Executive or the Provider to perform its obligations under this Arrangement. 35.5 In the event that the Executive wishes to conduct a public procurement in respect of services which include all or part of the Services which are the subject of this Arrangement, the Executive may terminate this Arrangement (in whole or in part) upon provision of twelve (12) months’ written notice and reserves the right to award future services (whether or not such services are similar to the all or some of the Services) in accordance with any public procurement process which may take place. 35.6 For the purposes of Clause 35.1, a “serious breach” shall include but not be limited to: (a) the failure of the Provider to use the Funding in the most beneficial, efficient and effective manner to provide the Services; (b) the failure of the Provider to comply with a First Performance Notice or Second Performance Notice served under Clause 14 of this Arrangement; (c) the repeated failure of the Provider to comply with information requirements pursuant to Clause 10; (d) the failure of the Provider to comply with Clauses 17.6 and/or 17.7 of this Arrangement; (e) and for the purposes of Clause 35.2, a “serious breach” shall include but not be limited to: (f) the repeated failure of the Executive, without demonstrable grounds and following written requests by the Provider to the Executive, to provide the Funding pursuant to this Arrangement. 35.7 If, in accordance with Clause 35.1, the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider and as a result the Executive is minded to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed) then the Executive shall give notice in writing to the Board of the Provider specifying: (a) the principal reasons why the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider; (b) the respects in which the Executive considers the Provider is in serious breach of the performance of this Arrangement; (c) the decision making process which the Executive will follow in determining whether there is a serious breach which may result in termination of this Arrangement, which decision making process is set out in more detail in Clauses 35.7(d) to 35.7(f) below. (d) The Provider will have 14 days (or such other shorter or longer period as the Executive may specify) from the date of the notification letter to make written representations to the Executive in respect thereof and/or to address the matters specified in the notification letter. (e) The Executive shall consider the representations or details of matters addressed received from the Provider and shall meet with the Provider to discuss the matter. (f) Following expiry of the period provided for in Clause 35.7(d) and having considered the Provider’s representations or details of matters addressed (if any), the Executive shall make a determination on whether there is a serious breach of the performance of this Arrangement by the Provider which has not been addressed to the Executive’s satisfaction by the Provider and as a result the Executive is to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed). (g) In relation to a determination made pursuant to Clause 35.7(f) to terminate this Arrangement, the Provider may invoke Clause 34.2(d) to access third party arbitration, consent to which shall not be unreasonably withheld. If the provider exercises the right to invoke arbitration this must be done within 14 days of receipt of the notice of termination and judgement by the arbitrator shall be made within the terms of the termination notice.

Termination or Expiry. 35.1 Subject to the provisions of Clause 35.734.7, in the event of a serious breach of the performance of this Arrangement by the Provider (which shall be determined by an employee of the Executive of a Lead REO grade not less than National Director or, where applicable, following the HSE Restructuring, by the National DirectorLead REO), the Executive reserves the right to terminate this Arrangement by giving the Provider three months’ written notice (or such other written notice period as may be agreed). 35.2 . In the event of a serious breach of the performance of this Arrangement by the Executive (which shall be determined by the Chief Executive Officer or equivalent of the Provider, acting reasonably), the Provider reserves the right to terminate this Arrangement giving three months’ written notice (or such other written notice period as may be agreed). 35.3 . Subject always to Clause 3635, either party may terminate this Arrangement by giving 12 months’ written notice (or such lesser written notice period as may be agreed) to the other party. 35.4 . The Executive may terminate this Arrangement upon provision of six (6) months’ written notice where: (a) : in respect of the Provider, a Reorganisation or Restructuring, dissolution or other analogous event (whether statutory or otherwise) occurs where the circumstances described in Clause 20.7 exist, or, (b) , in respect of the Executive, any significant organisational, governance or policy change affecting the Executive occurs, which the Executive is of the opinion substantially alters the nature, manner or amount of the Services and/or the Funding or the ability of the Executive or the Provider to perform its obligations under this Arrangement. 35.5 . In the event that the Executive wishes to conduct a public procurement in respect of services which include all or part of the Services which are the subject of this Arrangement, the Executive may terminate this Arrangement (in whole or in part) upon provision of twelve (12) six months’ written notice and reserves the right to award future services (whether or not such services are similar to the all or some of the Services) in accordance with any public procurement process which may take place. 35.6 . For the purposes of Clause 35.134.1, a “serious breach” shall include but not be limited to: (a) to the failure of the Provider to use the Funding in the most beneficial, efficient and effective manner to provide the Services; (b) ; the failure of the Provider to comply with a First Performance Notice or a Second Performance Notice served under Clause 14 of this Arrangement; (c) ; the failure of the Provider to comply with the information requirements in Clause 10.4(n); without prejudice to Clause 34.6(c), the repeated failure of the Provider to comply with the other information requirements pursuant to Clause 10; (d) ; the failure of the Provider to comply with Clauses 17.6 17.8 and/or 17.7 17.9 of this Arrangement; (e) ; and for the purposes of Clause 35.234.2, a “serious breach” shall include but not be limited to: (f) to the repeated failure of the Executive, without demonstrable grounds and following written requests by the Provider to the Executive, to provide the Funding pursuant to this Arrangement. 35.7 . If, in accordance with Clause 35.134.1, the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider and as a result the Executive is minded to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed) then the Executive shall give notice in writing to the Board of the Provider specifying: (a) : the principal reasons why the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider; (b) ; the respects in which the Executive considers the Provider is in serious breach of the performance of this Arrangement; (c) ; the decision making process which the Executive will follow in determining whether there is a serious breach which may result in termination of this Arrangement, which decision making process is set out in more detail in Clauses 35.7(d34.7(d) to 35.7(f34.7(f) below. (d) . The Provider will have 14 days (or such other shorter or longer period as the Executive may specify) from the date of the notification letter to make written representations to the Executive in respect thereof and/or to address the matters specified in the notification letter. (e) . The Executive shall consider the representations or details of matters addressed received from the Provider and shall may (in its absolute discretion) meet with the Provider to discuss the matter. (f) . Following expiry of the period provided for in Clause 35.7(d34.7(d) and having considered the Provider’s representations or details of matters addressed (if any), the Executive shall make a determination on whether there is a serious breach of the performance of this Arrangement by the Provider which has not been addressed to the Executive’s satisfaction by the Provider and as a result the Executive is to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed). (g) . In relation to a determination made pursuant to Clause 35.7(f34.7(f) to terminate this Arrangement, the Provider may invoke Clause 34.2(d33.2(d) to access third party arbitration, consent to which shall not be unreasonably withheld. If the provider exercises the right to invoke arbitration this must be done within 14 days of receipt of the notice of termination and judgement by the arbitrator shall be made within the terms of the termination notice. Without prejudice to Clause 2.5, and subject always to Clause 35, the Provider shall give the Executive 12 months’ written notice prior to the expiry of this Arrangement in the event that the Provider does not wish to provide Services or receive Funding from the Executive in the 12 month period following expiry of this Arrangement.

Termination or Expiry. 35.1 Subject to the provisions of Clause 35.7, in the event of a serious breach of the performance of this Arrangement by the Provider (which shall be determined by a Lead REO or, where applicable, by the National Director), ) the Executive reserves the right to terminate this Arrangement by giving the Provider three months’ written notice (or such other written notice period as may be agreed). 35.2 In the event of a serious breach of the performance of this Arrangement by the Executive (which shall be determined by the Chief Executive Officer or equivalent of the Provider, acting reasonably), the Provider reserves the right to terminate this Arrangement giving three months’ written notice (or such other written notice period as may be agreed). 35.3 Subject always to Clause 36, either party may terminate this Arrangement by giving 12 months’ written notice (or such lesser written notice period as may be agreed) to the other party. 35.4 The Executive may terminate this Arrangement upon provision of six (6) months’ written notice where: (a) in respect of the Provider, a Reorganisation or Restructuring, dissolution or other analogous event (whether statutory or otherwise) occurs where the circumstances described in Clause 20.7 exist, or, (b) in respect of the Executive, any significant organisational, governance or policy change affecting the Executive occurs, which the Executive is of the opinion substantially alters the nature, manner or amount of the Services and/or the Funding or the ability of the Executive or the Provider to perform its obligations under this Arrangement. 35.5 In the event that the Executive wishes to conduct a public procurement in respect of services which include all or part of the Services which are the subject of this Arrangement, the Executive may terminate this Arrangement (in whole or in part) upon provision of twelve (12) months’ written notice and reserves the right to award future services (whether or not such services are similar to the all or some of the Services) in accordance with any public procurement process which may take place. 35.6 For the purposes of Clause 35.1, a “serious breach” shall include but not be limited to: (a) the failure of the Provider to use the Funding in the most beneficial, efficient and effective manner to provide the Services; (b) the failure of the Provider to comply with a First Performance Notice or a Second Performance Notice served under Clause 14 of this Arrangement; (c) the failure of the Provider to comply with the information requirements in Clause 10.4(n); (d) without prejudice to Clause 35.6(c), the repeated failure of the Provider to comply with the other information requirements pursuant to Clause 10; (de) the failure of the Provider to comply with Clauses 17.6 17.8 and/or 17.7 17.9 of this Arrangement; (e) ; and for the purposes of Clause 35.2, a “serious breach” shall include but not be limited to: (f) the repeated failure of the Executive, without demonstrable grounds and following written requests by the Provider to the Executive, to provide the Funding pursuant to this Arrangement. 35.7 If, in accordance with Clause 35.1, the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider and as a result the Executive is minded to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed) then the Executive shall give notice in writing to the Board of the Provider specifying: (a) the principal reasons why the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider; (b) the respects in which the Executive considers the Provider is in serious breach of the performance of this Arrangement; (c) the decision making process which the Executive will follow in determining whether there is a serious breach which may result in termination of this Arrangement, which decision making process is set out in more detail in Clauses 35.7(d) to 35.7(f) below. (d) The Provider will have 14 days (or such other shorter or longer period as the Executive may specify) from the date of the notification letter to make written representations to the Executive in respect thereof and/or to address the matters specified in the notification letter. (e) The Executive shall consider the representations or details of matters addressed received from the Provider and shall meet with the Provider to discuss the matter. (f) Following expiry of the period provided for in Clause 35.7(d) and having considered the Provider’s representations or details of matters addressed (if any), the Executive shall make a determination on whether there is a serious breach of the performance of this Arrangement by the Provider which has not been addressed to the Executive’s satisfaction by the Provider and and, as a result result, the Executive is to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed). (g) In relation to a determination made pursuant to Clause 35.7(f) to terminate this Arrangement, the Provider may invoke Clause 34.2(d) to access third party arbitration, consent to which shall not be unreasonably withheld. If the provider exercises the right to invoke arbitration this must be done within 14 days of receipt of the notice of termination and judgement by the arbitrator shall be made within the terms of the termination notice. 35.8 Without prejudice to Clause 2.5, and subject always to Clause 36, the Provider shall give the Executive twelve (12) months’ written notice prior to the expiry of this Arrangement in the event that the Provider does not wish to provide Services or receive Funding from the Executive in the twelve (12) month period following expiry of this Arrangement.

Termination or Expiry. 35.1 Subject to the provisions of Clause 35.734.7, in the event of a serious breach of the performance of this Arrangement by the Provider (which shall be determined by an employee of the Executive of a Lead REO grade not less than National Director or, where applicable, following the HSE Restructuring, by the National DirectorLead REO), the Executive reserves the right to terminate this Arrangement by giving the Provider three months’ written notice (or such other written notice period as may be agreed). 35.2 . In the event of a serious breach of the performance of this Arrangement by the Executive (which shall be determined by the Chief Executive Officer or equivalent of the Provider, acting reasonably), the Provider reserves the right to terminate this Arrangement giving three months’ written notice (or such other written notice period as may be agreed). 35.3 . Subject always to Clause 3635, either party may terminate this Arrangement by giving 12 months’ written notice (or such lesser written notice period as may be agreed) to the other party. 35.4 . The Executive may terminate this Arrangement upon provision of six (6) months’ written notice where: (a) : in respect of the Provider, a Reorganisation or Restructuring, dissolution or other analogous event (whether statutory or otherwise) occurs where the circumstances described in Clause 20.7 exist, or, (b) , in respect of the Executive, any significant organisational, governance or policy change affecting the Executive occurs, which the Executive is of the opinion substantially alters the nature, manner or amount of the Services and/or the Funding or the ability of the Executive or the Provider to perform its obligations under this Arrangement. 35.5 . In the event that the Executive wishes to conduct a public procurement in respect of services which include all or part of the Services which are the subject of this Arrangement, the Executive may terminate this Arrangement (in whole or in part) upon provision of twelve (12) six months’ written notice and reserves the right to award future services (whether or not such services are similar to the all or some of the Services) in accordance with any public procurement process which may take place. 35.6 . For the purposes of Clause 35.134.1, a “serious breach” shall include but not be limited to: (a) to the failure of the Provider to use the Funding in the most beneficial, efficient and effective manner to provide the Services; (b) ; the failure of the Provider to comply with a First Performance Notice or a Second Performance Notice served under Clause 14 of this Arrangement; (c; the failure of the Provider to comply with the information requirements in Clause 10.4(n); without prejudice to Clause 34.6(c) the repeated failure of the Provider to comply with the other information requirements pursuant to Clause 10; (d) ; the failure of the Provider to comply with Clauses 17.6 17.8 and/or 17.7 17.9 of this Arrangement; (e) ; and for the purposes of Clause 35.234.2, a “serious breach” shall include but not be limited to: (f) to the repeated failure of the Executive, without demonstrable grounds and following written requests by the Provider to the Executive, to provide the Funding pursuant to this Arrangement. 35.7 . If, in accordance with Clause 35.134.1, the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider and as a result the Executive is minded to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed) then the Executive shall give notice in writing to the Board of the Provider specifying: (a) : the principal reasons why the Executive is of the opinion that there may be a serious breach of the performance of this Arrangement by the Provider; (b) ; the respects in which the Executive considers the Provider is in serious breach of the performance of this Arrangement; (c) ; the decision making process which the Executive will follow in determining whether there is a serious breach which may result in termination of this Arrangement, which decision making process is set out in more detail in Clauses 35.7(d34.7(d) to 35.7(f34.7(f) below. (d) . The Provider will have 14 days (or such other shorter or longer period as the Executive may specify) from the date of the notification letter to make written representations to the Executive in respect thereof and/or to address the matters specified in the notification letter. (e) . The Executive shall consider the representations or details of matters addressed received from the Provider and shall may (in its absolute discretion) meet with the Provider to discuss the matter. (f) . Following expiry of the period provided for in Clause 35.7(d34.7(d) and having considered the Provider’s representations or details of matters addressed (if any), the Executive shall make a determination on whether there is a serious breach of the performance of this Arrangement by the Provider which has not been addressed to the Executive’s satisfaction by the Provider and as a result the Executive is to terminate this Arrangement by giving the Provider three months’ notice (or such other written notice period as may be agreed). (g) . In relation to a determination made pursuant to Clause 35.7(f34.7(f) to terminate this Arrangement, the Provider may invoke Clause 34.2(d33.2(d) to access third party arbitration, consent to which shall not be unreasonably withheld. If the provider exercises the right to invoke arbitration this must be done within 14 days of receipt of the notice of termination and judgement by the arbitrator shall be made within the terms of the termination notice. Without prejudice to Clause 2.5, and subject always to Clause 35, the Provider shall give the Executive 12 months’ written notice prior to the expiry of this Arrangement in the event that the Provider does not wish to provide Services or receive Funding from the Executive in the 12 month period following expiry of this Arrangement.