Reprioritization and Cancellation. HPES acknowledges and agrees that HPI will have the right, in its sole discretion, to reprioritize, suspend for up to 120 days, or terminate, any Project upon 10 days’ notice to the HPES Contract Manager. If HPI suspends the Project, and the duration of such suspension is 30 days or less, HPES will retain the HPES Personnel assigned to the Project at the time of such suspension. If HPI suspends the Project, and the duration of such suspension is more than 30 days, HPES will have no obligation to retain the HPES Personnel assigned to the Project and HPI acknowledges that such HPES Personnel may not be available to work on such Project at the end of the suspension period. HPI will reimburse HPES for (A) any Out-of-Pocket Expenses resulting from such reprioritization or suspension and (B) Labor Costs for HPES Personnel assigned to the Project at the time of reprioritization or suspension that HPES is not able to redeploy; provided, however, that (1) HPES used commercially reasonable efforts to mitigate such Out-of-Pocket Expenses and Labor Costs, (2) HPES notified HPI of such Out-of-Pocket Expenses and Labor Costs promptly after HPES became aware that such Out-of-Pocket Expenses and Labor Costs would be incurred, and (3) HPI’s decision to reprioritize or suspend such Project is not the direct result of HPES’ failure to perform its obligations in accordance with the applicable Project Work Order or the terms of this Agreement. If HPI suspends a Project for HPI’s convenience and does not provide notice to HPES to resume the Project within 120 days, HPI will terminate the applicable Project Work Order. If HPI terminates a Project Work Order, HPES will stop performing the Project work in an orderly manner as of the date specified by HPI. Such cancellation will be without cost or penalty and without payment of termination charges, provided that, if such termination is for HPI’s convenience, such termination will be subject to HPI’s payment of (a) any termination charges specified in the applicable Project Work Order, and (b) Charges for chargeable Project work performed by HPES up to the date of termination specified in HPI’s notice of termination.
Reprioritization and Cancellation. Supplier acknowledges and agrees that LS&Co. has the right, in its sole discretion, to reprioritize, stop or suspend any Project at any time CONFIDENTIAL EXECUTION VERSION upon informing the Supplier Governance Executive. LS&Co. shall not be obligated to pay Supplier any additional compensation associated with stopping or suspending a Project, except to the extent that LS&Co. agrees in advance and in writing to cover specific and identified costs that are directly related to a temporary suspension of a Project (such as agreed-to lease charges, and wages for Supplier Staff that Supplier is unable to temporarily reassign during the period of any delay), and provided that such costs shall not exceed any cap agreed to by the Parties. Supplier shall stop performing the Project work in an orderly manner as of the date specified by LS&Co., and Supplier shall only be entitled to charge LS&Co. for actual performance provided by Supplier for chargeable Project work up to the date specified in LS&Co.’s notice.
