Common use of Termination on Material Default Clause in Contracts

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) and 40.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2e (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) 25.3 and 40.2.1(b) 25.4 (Liability)) ; the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 10.4 (Disruption), 21.5 12.5 (Records, Audit Access and Open Book Data), 24 15 (Promoting Tax Compliance), 36.3.9 23.18 (Confidentiality), 55.6.2 39.6b (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer) ; the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . the Supplier has been struck off the current and in force ESFA register. For the purpose of Clause 45.2.130.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(b) and 40.2.1(b36.2.1(c) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract. Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 41.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found 9.3.2 and 9.5.1 (Goods), 10.2 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) Error: Reference source not found and 40.2.1(b36.2.1(d) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) 3.2.5 and 40.2.1(b26.2.1(a) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 5.2.3 (Implementation Plan), 8.3.2 7.2.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 9.4 (Disruption), 21.5 14.5 (Records, Records and Audit Access and Open Book DataAccess), 24 17 (Promoting Tax Compliance), 36.3.9 24.3.9 (Confidentiality), 55.6.2 40.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 11 (Staff Transfer); the Supplier ceases to be an authorised person for the purposes of the Financial Services and Markets Act 2000 or equivalent Laws in relation to all regulated activities comprised in the Services; the Supplier fails to comply with any provision of the Value Added Tax Act 1994 and or any other Laws relating to direct or indirect taxation; the Customer, acting reasonably, believes that there is a risk that the Customer security requirements will not be or have not been complied with in any material respect; the Supplier causes reputational damage to the Customer or the ability of the Customer to carry on its business and provide its usual services is materially adversely affected by any act or omission of the Supplier; or the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.131.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a38.2.1(a) and 40.2.1(b38.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 7.2.3 (Implementation Plan), 8.3.2 9.4.2 (Services), Error: Reference source not found 10.4.2 and 10.6.1 (Goods), 14.1 12.3 (Installation Works), 16.1 (Critical Service Level Failure), 16.4 18.4 (Disruption), 21.5 23.5 (Records, Audit Access and Open Book Data), 24 26 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 52.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.143.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.4 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract ; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract . Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 41.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

Termination on Material Default. The Customer may terminate this Call Call-Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a33.2.1(a) and 40.2.1(b33.2.1.(b) (Liability); the Customer expressly reserves the right to terminate this Call Call-Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.3.2 7.4.2 (Services), Error: Reference source not found ), 14.1 11.1 (Critical Service Level Failure), 16.4 13.4 (Disruption), 21.5 19.5 (Records, Audit Access and Open Book Data), 24 2126 (Promoting Tax Compliance), 36.3.9 42.1.22 (Confidentiality), 55.6.2 68.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call-Off Schedule 11 (Staff Transfer); the Supplier commits any material Default of this Call Call-Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.153.1.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a34.2.1(a) and 40.2.1(b34.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 12.1 (Critical Service Level Failure), 16.4 14.4 (Disruption), 21.5 19.5 (Records, Audit Access and Open Book Data), 24 22 (Promoting Tax Compliance), 36.3.9 32.3.9 (Confidentiality), 55.6.2 48.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.139.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2e) (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) 25.3 and 40.2.1(b) 25.4 (Liability)) ; the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 10.4 (Disruption), 21.5 12.5 (Records, Audit Access and Open Book Data), 24 15 (Promoting Tax Compliance), 36.3.9 23.18 (Confidentiality), 55.6.2 39.6b) (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer) ; the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . the Supplier has been struck off the current and in force ESFA register. For the purpose of Clause 45.2.130.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a46.2.1(a) and 40.2.1(b46.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.3.2 10.1.9 (Services), Error: Reference source not found 12.3.2 and 12.5.1 (Goods), 14.1 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 16.4 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 29 (Promoting Tax Compliance), 36.3.9 44.1.22 (Confidentiality), 55.6.2 60.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.151.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract. Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 51.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 51.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.(b) and 40.2.1(b36.(c) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.