Common use of TERMINATION AND CHANGES Clause in Contracts

TERMINATION AND CHANGES. ▇. ▇▇▇▇▇ may terminate this Order, or any term or condition under the Order for cause in the event of any breach by the Seller of this Order. The following constitute “for cause” terminations of this Order: (i) late deliveries; (ii) deliveries of goods and services that are defective or that do not conform to this Order; (iii) breach by Seller of the terms and conditions of this Order; (iv) failure upon request to provide Buyer with reasonable assurances of future performance; (v) insolvency of Seller; (vi) the filing of an involuntary petition of bankruptcy against Seller or a voluntary petition by Seller; (vii) the execution by ▇▇▇▇▇▇ of an assignment for the benefit of creditors; (viii) the commencement of any receivership or like proceedings relating to Seller's assets; or (ix) if the Seller is a party to a merger, consolidation or other extraordinary corporate transaction in which it is not the surviving entity. In the event of termination of this Order by Buyer for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for all damages, direct or indirect, consequential and incidental, sustained by reason of the default which gave rise to the termination, including, but not limited to, excess costs incurred by Buyer as a result of obtaining the goods and services from another source. B. Buyer reserves the right to terminate this Order or any term or condition under this Order, in whole or in part, at any time or from time to time, for its sole convenience. In the event of such termination, Seller shall immediately stop all work and cause all of its suppliers and subcontractors to cease work on the portion of this Order so terminated. Upon approval by ▇▇▇▇▇, as Seller's sole compensation for the Buyer's termination of this Order or portions thereof, Seller shall be paid a reasonable termination charge consisting solely of an amount equal to the purchase price of the finished goods and services accepted by Buyer, as set forth in this Order, and documented costs to Seller of work in process and raw material allocable to the work to be performed pursuant to this Order, previously authorized by Seller, but in no event shall the amount payable hereunder exceed the purchase price of the finished goods and services which would have resulted from the completion of such work in process and raw materials. Seller will have no obligation to Buyer upon such termination to pay for goods, work in process or raw materials which are in Seller's standard stock or inventory or which are readily marketable. Within 30 days after receipt of a termination notice, Seller shall submit its claim. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after receipt of the notice of termination, nor for any costs incurred by Seller's suppliers or subcontractors. In no event shall Buyer be liable for loss of profits, overhead, general and administrative charges, product development and engineering costs, interest, finance or hedging costs, unamortized depreciation costs, or any other direct or indirect cancellation charges. Seller shall transfer title and deliver to Buyer, if so requested by ▇▇▇▇▇, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. C. Buyer shall have the right to make any changes, additions or alterations in the items, quantities, destinations, specifications, drawings, designs or delivery schedules. The parties will undertake to negotiate an appropriate adjustment in price and terms where the Seller's direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made within 30 days of any such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer.

TERMINATION AND CHANGES. ▇. ▇▇▇▇▇ A. Buyer may terminate this Order, or any term or condition under the Order for cause in the event of any breach by the Seller Supplier of this Order. The following constitute “for cause” terminations of this Order: : (i) late deliveries; (ii) deliveries of goods and services that are defective or that do not conform to this Order; (iii) breach by Seller Supplier of the terms and conditions of this Order; (iv) failure upon request to provide Buyer with reasonable assurances of future performance; (v) insolvency of SellerSupplier; (vi) the filing of an involuntary petition of bankruptcy against Seller Supplier or a voluntary petition by SellerSupplier; (vii) the execution by ▇▇▇▇▇▇ Supplier of an assignment for the benefit of creditors; (viii) the commencement of any receivership or like proceedings relating to SellerSupplier's assets; or (ix) if the Seller Supplier is a party to a merger, consolidation or other extraordinary corporate transaction in which it is not the surviving entity. In the event of termination of this Order by Buyer for cause, Buyer shall not be liable to Seller Supplier for any amount, and Seller Supplier shall be liable to Buyer for all damages, direct or indirect, consequential and incidental, sustained by reason of the default which gave rise to the termination, including, but not limited to, excess costs incurred by Buyer as a result of obtaining the goods and services from another source. B. Buyer reserves the right to terminate this Order or any term or condition under this Order, in whole or in part, at any time or from time to time, for its sole convenience. In the event of such termination, Seller Supplier shall immediately stop all work and cause all of its suppliers and subcontractors to cease work on the portion of this Order so terminated. Upon approval by ▇▇▇▇▇, as SellerSupplier's sole compensation for the Buyer's termination of this Order or portions thereof, Seller Supplier shall be paid a reasonable termination charge consisting solely of an amount equal to the purchase price of the finished goods and services accepted by Buyer▇▇▇▇▇, as set forth in this Order, and documented costs to Seller Supplier of work in process and raw material allocable to the work to be performed pursuant to this Order, previously authorized by SellerSupplier, but in no event shall the amount payable hereunder exceed the purchase price of the finished goods and services which would have resulted from the completion of such work in process and raw materials. Seller Supplier will have no obligation to Buyer upon such termination to pay for goods, work in process or raw materials which are in SellerSupplier's standard stock or inventory or which are readily marketable. Within 30 days after receipt of a termination notice, Seller Supplier shall submit its claim. Buyer reserves the right to verify the claim by auditing all relevant records. Seller Supplier shall not be paid for any work performed after receipt of the notice of termination, nor for any costs incurred by SellerSupplier's suppliers or subcontractors. In no event shall Buyer be liable for loss of profits, overhead, general and administrative charges, product development and engineering costs, interest, finance or hedging costs, unamortized depreciation costs, or any other direct or indirect cancellation charges. Seller Supplier shall transfer title and deliver to Buyer, if so requested by ▇▇▇▇▇, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. C. Buyer shall have the right to make any changes, additions or alterations in the items, quantities, destinations, specifications, drawings, designs or delivery schedules. The parties will undertake to negotiate an appropriate adjustment in price and terms where the SellerSupplier's direct costs are materially affected by such changes. Any request by Seller Supplier for an adjustment in price or terms must be made within 30 days of any such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer.