Common use of Termination on Change of Control Clause in Contracts

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach.

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 Xxx 0000 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988Xxx 0000, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986Xxx 0000, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983Xxx 0000; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 Xxx 0000 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach.

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1CO-2.16.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 CO-2.16.1 or Clause CO-9.5CO-2.18, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach.

Termination on Change of Control. The Supplier (a) (i) Onvia shall promptly notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately AOL in writing of in the event that Onvia enters into any circumstances suggesting that a agreement with any Interactive Service intending to consummate or to potentially consummate any Change of Control of Onvia or which could reasonably result in an Interactive Service controlling Onvia (other than a Qualifying Investor (as defined below)), notifying AOL of the existence of such agreement and the nature of the transaction contemplated thereby (subject to any applicable confidentiality provisions therein and any applicable securities laws) (and in any event, such notice shall occur no later than one (1) day following any press release or other public announcement thereof by Onvia). For purposes hereof, a "Qualifying Investor" shall mean any current investor in Onvia which is listed on Schedule 5.6 hereto, if and to the extent that either, (1) such investor is not an Interactive Service or (2) if such investor is an Interactive Service, at any time, then such investor only so qualifies because of a distinctly operating subsidiary of the same parent (each, a "Distinct Affiliate"), in which case, such investor shall be considered a Qualified Investor only if and to the extent that the Distinct Affiliate(s) which cause it to qualify as an Interactive Service are (and are planned in the foreseeable future by such investor to be) held and operated separately from the operations of Onvia as contemplated by this Agreement (in which case, neither Onvia nor such investor may cause or permit AOL User data or Confidential Information to be shared between Onvia and such other Distinct Affiliate). Such notice shall be referred to herein as the "Agreement Notice". In negotiating such an agreement, Onvia shall use commercially reasonable efforts to avoid confidentiality provisions which would restrict its ability to provide AOL with the Agreement Notice as described herein. However, if Onvia is restricted from providing such Agreement Notice immediately upon entering into such an agreement due to applicable confidentiality restrictions of such agreement or applicable securities laws, then Onvia shall notify AOL of the existence and nature of such agreement as soon as such restrictions no longer prevent it from doing so. (ii) Onvia also shall provide prompt written notice to AOL of the occurrence of the Change of Control (such notice to be referred to herein as the "Consummation Notice"). (iii) In the event that Onvia enters into an agreement with an Interactive Service as contemplated in contemplation. The Customer may this section, AOL shall have the right to terminate this Agreement on or after the Call-Off Agreement by notice in writing with immediate effect within date that is the earlier of (a) six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, months after the date that of the Customer becomes aware Agreement Notice, or (b) the date of the Change of Control; provided, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1however, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within AOL must give Onvia thirty (30) Working Days (or such other longer period as may be specified by the Customer) of days prior written notice of its intent to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachterminate.

Termination on Change of Control. The Supplier shall notify the Customer Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer Authority may terminate the Call-Off this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplationoccurred; or where no notification has been made, the date that the Customer Authority becomes aware of the Change of Control, if it believes, acting reasonably, that such change is likely to have an adverse effect on the provision of the Services, but it shall not be permitted to terminate this Framework Agreement where a written approval an Approval was granted prior to the Change of Control. For Control Where the Supplier is a special purpose vehicle formed by a consortium for the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, this Framework (“SPV”) the Supplier shall notify the Customer Authority immediately in writing if any shareholder of such failure SPV transfers all or any of its shares in such SPV (to payany other shareholder or any other person) or in any other way cease to be involved in all or part of the provision of the Services pursuant to the terms of this Framework Agreement. If the Customer fails to pay such undisputed sums, the Supplier The Authority may terminate this Call-Off Framework Agreement subject by giving notice in writing to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement Supplier with immediate effect by notice within six (6) months of: being notified in writing where the Supplier: being an individual, that a transfer of shares or cessation of involvement (as envisaged by Clause 26.12.2 above) has occurred; or where no notification has been made, the date that the Authority becomes aware of the transfer of shares or cessation of involvement (as envisaged by Clause 26.12.2 above), if it believes, acting reasonably, that such change would have caused the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within failed the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 financial and/or technical assessment carried out as part of the Supplier's assets assessment of legal, economic and such attachment or process is not discharged within fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within technical capacity which preceded the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination award of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachFramework Agreement.

Termination on Change of Control. The Supplier shall notify In the Customer immediately if the Supplier undergoes a change event of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or of AG resulting in contemplation. The Customer may terminate the Call-Off Agreement control of AG by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been madean Interactive Service, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier AOL may terminate this Call-Off Agreement by providing [ ] days prior written notice of such intent to terminate. In the event of any such termination, AOL may, at its option, by [ ] days advance written notice to AG, elect to require AG to maintain, for a period of no more than two years (the "Transition Period"), a Modified Renewal Customized Site, subject to giving the length following different requirements: the Modified Renewal Customized Site shall be branded as AOL determines in its reasonable discretion and shall not include any branding of notice as specified in relevant paragraph AG (other than "ingredient branding" of AG (e.g. "powered by amerxxxxxxxxxxxxx.xxx" xxth appropriate logo reference), and shall not contain any branding whatsoever of the Order FormInteractive Service that acquired or otherwise controls AG (the "New Parent"). Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where Any links that AOL maintains to such a Modified Renewal Customized Site shall be deemed "Continued Links" subject to the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning requirements of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 8.4 and such attachment or process is not discharged within fourteen 8.5 (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolutionincluding applicable revenue sharing for AOL, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice right to appoint an administrator is given in relation point to the Supplier or its Parent Companyprimary Standard Site if AG fails to comply herewith as a non-exclusive remedy). In such event, (but only if AOL was then acting as exclusive Advertising sales agent) AOL shall act as exclusive sales agent for all advertising inventory on such Modified Renewal Customized Site and shall share in revenues therefrom [ ]% (with [ ]% going to AOL), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice notwithstanding anything to the provisions contrary herein. Upon any such termination, any restrictions on use by AG of Clause CO-9.3.1 AOL User or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice AOL Member data (but only to the Supplier if extent otherwise expressly set forth herein) applicable after the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer Term shall be entitled to serve a notice on applicable for two years after the Supplier: specifying that it is a formal warning notice; giving reasonable details end of the breach; and stating that such breach is a breach whichTransition Period (e.g., if it recurs otherwise applicable for [ ] after the Term hereof, shall be applicable for such full [ ] period after the Transition Period in this Section 8.9 expires), and the New Parent shall be treated as a third party and not an affiliate of AG for purposes of use of data or continues, may result in a termination sharing of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachConfidential Information hereunder.

Termination on Change of Control. The Supplier shall notify If (1) the Customer immediately Executive's employment is terminated by the Corporation, other than for Just Cause in the manner provided for in Section 6(b) of Executive's employment agreement, Disability or death; (2) the Executive's employment is terminated by the Executive for Good Reason, in either case within one year prior to or after the occurrence of one of the events set forth in Section 2.04(b) of this Agreement; or (3) if the Supplier undergoes a change Executive's employment is terminated by the Executive for any reason at his sole discretion within sixty (60) days after the occurrence of control within the meaning of Section 450 any of the events set forth in Section 2.04(b) of this Agreement, then: the Corporation Tax Act 2010 shall pay the Executive within ten ("Change 10) days after the Date of Control"Termination (or within such other reasonable period to effect tax planning at the request of the Executive) and provided this does not contravene any Law to the extent permitted by law, a sum equal to two (2) times the Annual Salary; the Executive shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement be reimbursed all expenses incurred by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted him prior to the Change Date of Control. For Termination; the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring Corporation shall be disregarded. Termination by Supplier If pay for the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph return of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice Executive to his ordinary place of residence in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than Executive is residing elsewhere for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf carrying out his employment duties and provided that the Executive so returns within ninety (90) days of a creditor is appointed the Date of Termination; the Corporation shall continue to pay the appropriate premiums in respect of all rights and benefits under any life insurance, disability, medical and dental plans being provided by the business or any part thereof Corporation to the Executive at the Date of Termination, to the extent permitted by the terms of the Supplier applicable policy, for a period of twenty-four (24) months from the Date of Termination or its Parent Company (until the Executive secures alternative employment, whichever is shorter. If the Executive's participation in any such benefit plan is not permitted by the terms of the applicable policy, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such benefit plan or to pay to the Executive such amount which, after the deduction of any income tax payable by the Executive in respect of such payment, would enable the Executive to purchase substantially similar coverage on an application individual basis during such period; and all club memberships or similar perquisites held in the Corporation's name for the appointment Executive's benefit at the Date of an administrator is made or notice to appoint an administrator is given in relation Termination shall be transferred to the Supplier Executive at no cost to the Executive and all related annual and other mandatory user fees which have been fully paid or its Parent Company)pre-paid by the Corporation may be retained without reimbursement by the Executive. Except as otherwise provided in Section 3.01, the benefits payable pursuant to this Article shall not be reduced in any respect in the event the Executive shall secure or circumstances arise which entitle shall not reasonably pursue alternative employment following the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 termination of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachExecutive's employment.

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Promptly upon undergoing any Change -------------------------------- of Control", each Party shall provide the other Party with written notice thereof. In the event of (i) and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control of N2P resulting in Control of N2P by an ICQ Competitor or AOL Competitor or (ii) in the event that N2P is planned (at the time of such Change of Control) Controlled by the Parent Company, any Change of Control of the Parent Company resulting in Control of the Parent Company by any ICQ Competitor or in contemplation. The Customer may AOL Competitor, ICQ shall have the right to terminate the Call-Off this Agreement by providing thirty (30) days' prior [****] REPRESENTS MATERIAL, WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION written notice in writing with immediate effect within six of such intent to terminate. In the event of (6i) Months of: being notified in writing that a Change of Control has occurred of ICQ resulting in Control of ICQ by an N2P Competitor or Parent Company Competitor or (ii) if ICQ is planned (at the time of such Change of Control) Controlled by AOL, any Change of Control of AOL resulting in Control of AOL by any N2P Competitor or in contemplation; or where Parent Company Competitor, N2P may terminate this Agreement by providing thirty (30) days' prior written notice of such intent to terminate. Notwithstanding anything to the contrary, each Party's termination right under this Section 16.3 shall be exercised no notification has been made, the date that the Customer becomes aware later than thirty (30) days following such Party's receipt of written notice of the Change of ControlControl triggering such termination right, but and shall expire if not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where exercised within such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachday period.

Termination on Change of Control. The Supplier (a) (i) Onvia shall promptly notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately AOL in writing of in the event that Onvia enters into any circumstances suggesting that a agreement with any Interactive Service intending to consummate or to potentially consummate any Change of Control of Onvia or which could reasonably result in an Interactive Service controlling Onvia (other than a Qualifying Investor (as defined below)), notifying AOL of the existence of such agreement and the nature of the transaction contemplated thereby (subject to any applicable confidentiality provisions therein and any applicable securities laws) (and in any event, such notice shall occur no later than one (1) day following any press release or other public announcement thereof by Onvia). For purposes hereof, a "Qualifying Investor" shall mean any current investor in Onvia which is listed on Schedule 5.6 hereto, if and to the extent that either, (1) such investor is not an Interactive Service or (2) if such investor is an Interactive Service, at any time, then such investor only so qualifies because of a distinctly operating subsidiary of the same parent (each, a "Distinct Affiliate"), in which case, such investor shall be considered a Qualified Investor only if and to the extent that the Distinct Affiliate(s) which cause it to qualify as an Interactive Service are (and are planned in the foreseeable future by such investor to be) held and operated separately from the operations of Onvia as contemplated by this Agreement (in which case, neither Onvia nor such investor may cause or in contemplationpermit AOL User data or Confidential Information to be shared between Onvia and such other Distinct Affiliate). The Customer may terminate Such notice shall be referred to herein as the Call-Off "Agreement by Notice". In negotiating such an agreement, Onvia shall use commercially reasonable efforts to avoid confidentiality provisions which would restrict its ability to provide AOL with the Agreement Notice as described herein. However, if Onvia is restricted from providing such Agreement Notice immediately upon entering into such an agreement due to applicable confidentiality restrictions of such agreement or applicable securities laws, then Onvia shall notify AOL of the existence and nature of such agreement as soon as such restrictions no longer prevent it from doing so. (ii) Onvia also shall provide prompt written notice in writing with immediate effect within six (6) Months of: being notified in writing that a to AOL of the occurrence of the Change of Control has occurred (such notice to be referred to herein as the "Consummation Notice"). (iii) In the event that Onvia enters into an agreement with an Interactive Service as contemplated in this section, AOL shall have the right to terminate this Agreement on or is planned or in contemplation; or where no notification has been made, after the date that is the Customer becomes aware earlier of (a) [* * *] after the date of the Agreement Notice, or (b) the date of the Change of Control; provided, but shall not be permitted to terminate where a written approval was granted however, that AOL must give Onvia [* * *] prior to the Change of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice of its intent to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachterminate.

Termination on Change of Control. The Supplier shall notify the Customer Authority immediately if the Supplier undergoes or is intending to undergo a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") Control and provided this does not contravene any Law shall notify the Customer Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplationcontemplation or has taken place. The Customer Without any liability to the Authority, the Authority may terminate the Call-Off Commercial Agreement by notice in writing with immediate effect issuing a Termination Notice to the Supplier within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer Authority becomes aware of the that a Change of Control, Control has occurred or is planned or is in contemplation; but shall not be permitted to terminate where a written approval an Approval was granted prior to the Change of Control. For the purposes Termination due to no fault of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, The Authority shall have the Supplier shall notify right to terminate the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Commercial Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for after the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 first six (6) months of the Insolvency Act 1986, or any similar event occurs under Commercial Agreement by sending the law Supplier a Termination Notice at least three (3) months prior to the date of termination specified therein. For the avoidance of any other jurisdiction; or 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 againstdoubt, the whole or any part of the Supplier's assets and such attachment or process is not discharged within fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or Authority may send a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation Termination Notice to the Supplier or its Parent Company), or circumstances arise from the date which entitle is six months prior to the end of the first Commercial Agreement Year. The Authority may terminate the Commercial Agreement if the Commercial Agreement has been subjected to substantial modification which would have required a new procurement procedure in accordance with Regulation 72(9) of the Public Contracts Regulations 2015. The Authority may terminate the Commercial Agreement if the Commercial Agreement should not have been awarded to the Supplier because of a serious infringement of the obligations under the European Treaties and the Public Contracts Directive (2014/24/EU) that has been declared by the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 Justice of the Insolvency Act 1986 (except where European Union in a procedure under Article 258 of the claim is made under Section 123(1)(a) and is Treaty of the Functioning of the European Union. . Not Used Termination in Relation to Value for an amount of less than ten thousand pounds (£10,000)) or Money Without any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice liability to the provisions of Clause CO-9.3.1 or Clause CO-9.5Authority, the Customer Authority may terminate this Call-Off the Commercial Agreement by issuing a Termination Notice, with immediate effect by giving written a notice period of three (3) Months, to the Supplier if the Supplier commits refuses, fails to comply and/or fails to provide the Authority sufficient evidence with regards its obligations as set out in Schedule 10 (Value for Money). Termination in Relation to Variation Without any liability to the Authority, the Authority may terminate the Commercial Agreement by issuing a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice Termination Notice to the Supplier specifying for failure of the Material Breach and requiring its remedy; Parties to agree or the Material Breach is not, Supplier to implement a Variation in accordance with the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachCommercial Agreement.

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1CO-9.2.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of 10.1 the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing , save that such right of termination shall not apply where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable failure to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation due to the Supplier or Customer exercising its Parent Companyrights under Clause 7 (Recovery of Sums Due), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 or Clause CO-9.5, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach.

Termination on Change of Control. The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 Xxx 0000 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. For the purposes of Clause CO-9.3.1CO-2.16.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay. If the Customer fails to pay such undisputed sums, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988Xxx 0000, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986Xxx 0000, or any similar event occurs under the law of any other jurisdiction; or 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 fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983Xxx 0000; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 Xxx 0000 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice to the provisions of Clause CO-9.3.1 CO-2.16.1 or Clause CO-9.5CO-2.18, the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach.

Termination on Change of Control. The Supplier shall notify 3.1 If the Customer immediately Executive's employment is terminated by the Corporation, other than for Just Cause, Disability or death, within one hundred and eighty (180) days of the occurrence of one of the events set forth in Clause 2.4(b) of this Agreement, or if the Supplier undergoes a change of control Executive's employment is terminated by the Executive for any reason at his sole discretion within the meaning of Section 450 sixty (60) days of the occurrence of one of the events set forth in Clause 2.4(b) of this Agreement or if the Executive's employment is terminated by the Executive for Good Reason, then: (a) The Corporation Tax Act 2010 shall pay the Executive within ten ("Change 10) days after the Date of Control"Termination (or within such other reasonable period to effect tax planning at the request of the Executive) and provided this does not contravene any Law to the extent permitted by law, a sum equal to: 3 times the Annual Salary; (b) The Executive shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement be reimbursed all expenses incurred by notice in writing with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplation; or where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted him prior to the Change Date of Control. For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring Termination; (c) The Corporation shall be disregarded. Termination by Supplier If the Customer fails continue to pay the Supplier undisputed sums appropriate premiums in respect of money when dueall rights and benefits under any life insurance, disability, medical and dental plans being provided by the Supplier shall notify Corporation to the Customer in writing Executive at the Date of such failure Termination, to paythe extent permitted by the terms of the applicable policy, for a period of 36 months from the Date of Termination or until the Executive secures alternative employment, whichever is shorter. If the Customer fails Executive's participation in any such benefit plan is not permitted by the terms of the applicable policy, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such benefit plan or to pay to the Executive such undisputed sumsamount which, after the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law deduction of any other jurisdiction; or 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, income tax payable by the whole or any part of the Supplier's assets and such attachment or process is not discharged within fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed Executive in respect of such payment, would enable the business or any part thereof of Executive to purchase substantially similar coverage on an individual basis during such period; and (d) All club memberships held in the Supplier or its Parent Company (or an application Corporation's name for the appointment Executive's benefit at the Date of an administrator is made or notice to appoint an administrator is given in relation Termination shall be transferred to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice Executive at no cost to the provisions of Clause CO-9.3.1 Executive and all club memberships annual and other mandatory user fees which have been fully paid or Clause CO-9.5, pre-paid by the Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as Corporation may be specified retained without reimbursement by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachExecutive.

Termination on Change of Control. The Supplier shall notify the Customer Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 Xxx 0000 ("Change of Control") and provided this does not contravene any Law shall notify the Customer Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer Authority may terminate the Call-Off this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of: being notified in writing that a Change of Control has occurred or is planned or in contemplationoccurred; or where no notification has been made, the date that the Customer Authority becomes aware of the Change of Control, if it believes, acting reasonably, that such change is likely to have an adverse effect on the provision of the Services, but it shall not be permitted to terminate this Framework Agreement where a written approval an Approval was granted prior to the Change of Control. For Control Where the Supplier is a special purpose vehicle formed by a consortium for the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. Termination by Supplier If the Customer fails to pay the Supplier undisputed sums of money when due, this Framework (“SPV”) the Supplier shall notify the Customer Authority immediately in writing if any shareholder of such failure SPV transfers all or any of its shares in such SPV (to payany other shareholder or any other person) or in any other way cease to be involved in all or part of the provision of the Services pursuant to the terms of this Framework Agreement. If the Customer fails to pay such undisputed sums, the Supplier The Authority may terminate this Call-Off Framework Agreement subject by giving notice in writing to giving the length of notice as specified in relevant paragraph of the Order Form. Termination on Insolvency The Customer may terminate this Call-Off Agreement Supplier with immediate effect by notice within six (6) months of: being notified in writing where the Supplier: being an individual, that a transfer of shares or where cessation of involvement (as envisaged by Clause Where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined special purpose vehicle formed by Section 416 of the Income and Corporation Taxes Act 1988, and: shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or consortium for the benefit purposes of his creditors, or this Framework (“SPV”) the Supplier shall make notify the Authority immediately in writing if any conveyance or assignment for the benefit shareholder of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, such SPV transfers all or any similar event occurs under the law of its shares in such SPV (to any other jurisdiction; or 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 shareholder or any other person) or in any other way cease to be involved in all or part of the Supplier's assets and such attachment or process is not discharged within fourteen (14) calendar days; or he dies or is adjudged incapable of managing his affairs within the meaning of Part VII provision of the Mental Health Act 1983; or Services pursuant to the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part terms of his businessthis Framework Agreement. being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed The Authority may terminate this Framework Agreement by giving notice in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation writing to the Supplier with immediate effect within six (6) months of: above) has occurred; or its Parent Company)where no notification has been made, the date that the Authority becomes aware of the transfer of shares or circumstances arise which entitle cessation of involvement (as envisaged by Clause Where the Court or Supplier is a creditor to appoint special purpose vehicle formed by a receiver, manager or administrator or which entitle the Court otherwise than consortium for the purpose purposes of a bona fide reconstruction or amalgamation to make a winding-up order, or this Framework (“SPV”) the Supplier shall notify the Authority immediately in writing if any shareholder of such SPV transfers all or any of its Parent Company is unable shares in such SPV (to pay its debts within the meaning of Section 123 any other shareholder or any other person) or in any other way cease to be involved in all or part of the Insolvency Act 1986 (except where provision of the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction. Termination on Material Breach Without prejudice Services pursuant to the provisions terms of Clause CO-9.3.1 or Clause CO-9.5, the Customer this Framework Agreement. The Authority may terminate this Call-Off Framework Agreement by giving notice in writing to the Supplier with immediate effect by giving written notice to within six (6) months of: above), if it believes, acting reasonably, that such change would have caused the Supplier if to have failed the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period financial and/or technical assessment carried out as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or the Material Breach is not, in the opinion of the Customer capable of remedy. Termination for repeated Default If there are two or more defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) assessment of legal, economic and believes that technical capacity which preceded the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: specifying that it is a formal warning notice; giving reasonable details of the breach; and stating that such breach is a breach which, if it recurs or continues, may result in a termination award of this Call-Off Agreement or that part of the G-Cloud Services affected by such breachFramework Agreement.