Terms_and_Conditions - Kademy - chunk 64

with immediate effect by giving written notice to you if: (a)  you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment; or (b)  there is a change of control of the Customer. 10.2 Without affecting any other right or remedy, we may terminate this agreement with immediate effect by giving you written notice if: (a)   you commit a material breach of any term of this agreement and the breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 30 days after being notified in writing to do so; (b)   you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (c)   you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or you admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; (d)   you commence negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or you make a proposal for or enter into any compromise or arrangement with any of your creditors; (e)   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f)   an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed; (g)  the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver; (h)  a person becomes entitled to appoint a receiver over all or any of your assets; (i)  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 other party’s assets and such attachment or process is not discharged within 14 days; (j)  any event occurs, or proceeding is taken, in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(c) to clause 10.2(i) (inclusive); or (k)  you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business.