Manufacturing Location Changes Sample Clauses

Manufacturing Location Changes. (i) Should UBI decide that it wishes to change the location of its Product manufacturing facilities, UBI shall provide Siemens with as much prior written notice thereof as practicable, and, at Siemens’ request, the parties shall discuss in good faith UBI’s reasons for such location change and the potential impact of such location change. Siemens acknowledges that UBI has the right to change the location of its Product manufacturing facilities without Siemens’ approval; provided, however, that (A) under no circumstances may UBI change the location of its Product manufacturing facilities to a country that is subject to embargoes, sanctions or similar trade restrictions imposed by foreign governments that would prohibit or restrict Siemens from importing Products manufactured in such country or from selling Products imported from such country, and (B) UBI shall involve and cooperate with Siemens manufacturing and quality personnel in implementing such change in location of UBI’s Product manufacturing facilities. (ii) UBI shall continue to operate its original facility until each Product from the replacement facility has been registered in all countries in which Siemens will sell Products, unless Siemens otherwise agrees in writing. (iii) If UBI chooses to change the location of its Product manufacturing facilities, UBI shall reimburse Siemens for all reasonable and documented external costs incurred by Siemens as a direct result of activities surrounding relabeling or re-registering Product in any and all countries in which such relabeling or re-registration is necessitated by such relocation; provided, however, that UBI’s aggregate reimbursement obligation in connection with such relocation shall in no event exceed the applicable amount specified below: (1) [REDACTED] in the case of relocation of UBI’s manufacturing facilities to a location within Greater Melbourne; (2) [REDACTED] in the case of relocation of UBI’s manufacturing facilities to a location in Australia outside of Greater Melbourne; or (3) [REDACTED] in the case of relocation of UBI’s manufacturing facilities to a location outside of Australia. (iv) Siemens shall invoice UBI for reimbursable costs under Section 3.7(c)(iii) within 60 days of cost incurrence by Siemens (including applicable supporting documentation). (v) In the event of any such manufacturing location change, Siemens shall have the right to inspect the new site to verify that UBI has replicated the manufacturing process for all pr...