Common use of Termination Instructions Clause in Contracts

Termination Instructions. On receipt of a written notice of termination of all or part of any Order under this Agreement, unless otherwise directed by Boeing, Seller shall: A. Immediately stop work as specified in the notice; B. Incur no further contractual obligations for materials, services or facilities, except as necessary to complete any continued portion of this Agreement or any Order issued hereunder. C. Immediately terminate its subcontracts and purchase orders relating to work terminated; D. Assign to Boeing, if directed by Boeing, all right, title, and interest of Seller under its subcontracts terminated, in which case Boeing shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. ▇. ▇▇▇▇▇▇ any termination claims made by its subcontractors or suppliers; provided, that Boeing shall have approved the amount of such termination claims in writing prior to such settlement; F. Preserve and protect all terminated inventory and Products in which Boeing has or may acquire an interest; G. At Boeing's request, transfer title (to the extent not previously transferred) and deliver to Boeing or Boeing's designee all supplies and materials, work-in-process, Tooling and manufacturing drawings and data produced or acquired by Seller for the performance of this Agreement and any Order, all in accordance with the terms of such request; H. Be compensated for such items to the extent provided in GTA Section 12.3 below; I. Take all reasonable steps required to return, or at Boeing's option and with prior written approval to destroy, all Boeing Proprietary Information and Items, as set forth in GTA Section 20.0, in the possession, custody or control of Seller or any of its subcontractors or suppliers; J. Take such other action as, in Boeing's reasonable opinion, may be necessary, and as Boeing shall direct in writing, to facilitate termination of the Order; and K. Complete performance of the work not terminated in which Boeing has or may acquire an interest.

Termination Instructions. On receipt of a written notice of termination of all or part of any an Order under this AgreementTermination Notice pursuant to GTA Section 7.1 “Basis for Termination; Notice”, unless otherwise directed in writing by Boeing, Seller Spirit shall: A. Immediately stop work as specified in the noticeOrder Termination Notice; B. Incur no further contractual obligations for materials, services or facilities, except as necessary to complete any continued portion of this Agreement or any Order issued hereunder. C. Immediately terminate its subcontracts and purchase orders relating to the work terminated; D. Assign to Boeing, if directed by Boeing, all right, title, and interest of Seller under its subcontracts terminated, in which case Boeing shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. ▇. ▇▇▇▇▇▇ any termination claims made by its subcontractors or suppliers; provided, that Boeing shall have approved the amount of such termination claims in writing prior to such settlement. Boeing shall review and respond to such claims in a timely manner. Spirit shall have the option to settle claims with its subcontractors or suppliers without Boeing’s prior written approval provided that Boeing shall only be obligated to consider amounts included in Spirit’s claim that in Boeing’s reasonable opinion are appropriate; F. Preserve D. Take all reasonable steps to preserve and protect all terminated inventory and Products in which Boeing has or may acquire an interestrelated Products; G. E. At Boeing's requestwritten request (which shall be delivered within twelve (12) months, or at a time reasonably determined by the Parties, after the final settlement of any termination claim), transfer title (to the extent not previously transferred) and deliver to Boeing or Boeing's designee all supplies and materials, work-in-process, Tooling (to the extent not required by Spirit for the performance of any portion of the Order not terminated, this Agreement or the SBP) and manufacturing drawings and data produced or acquired by Seller Spirit for the performance of this Agreement and any Orderthe Order (to the extent terminated), all in accordance with the terms of such request; H. 787 GTA between Boeing and Spirit Conformed GTA BCA-65520-0032, May 12, 2011 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. F. Be compensated for such items to the extent provided in GTA Section 12.3 below7.3 “Termination Claim”; I. G. Take all reasonable steps required to return, or at Boeing's option and with prior written approval to destroy, all Boeing Proprietary Information and Items, Materials (as set forth defined in GTA SBP Section 20.0, 17.0 “Proprietary Information and Materials") of Boeing in the possession, custody or control of Seller Spirit or any of its subcontractors or supplierssuppliers and relating solely to the work specified in the Order Termination Notice (to the extent such Proprietary Information and Materials are not required to support obligations that have not been terminated, subject to Spirit’s rights with respect to any such Proprietary Information and Materials as provided in SBP Section 15.2 “Rights and Obligations”; J. H. Take such other action as, as in Boeing's reasonable opinion, opinion may be necessary, and as Boeing shall direct in writing, to facilitate termination of the Order; and K. Complete I. If the Order was terminated only in part, continue and complete performance of the work under the portion of the Order not terminated in which Boeing has or may acquire an interestterminated.

Termination Instructions. On receipt of a written notice of termination of all or part of any Order under this Agreementpursuant to GTA Section 12.1, unless otherwise directed by Boeing, Seller shall: A. Immediately Promptly stop work as specified in the notice; B. Incur no further contractual obligations for materials, services or facilities, except as necessary to complete any continued portion of this Agreement or any Order issued hereunder. C. Immediately Promptly terminate its subcontracts and purchase orders relating to work terminated;; Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems, Inc. General Terms Agreement (GTA) BCA-65530-0016 Amendment 1 D. Assign to Boeing, if directed by Boeing, all right, title, and interest of Seller under its subcontracts terminated, in which case Boeing shall have the right C. Use commercially reasonable efforts to settle or to pay any termination settlement proposal arising out of those terminations. ▇. ▇▇▇▇▇▇ any termination claims made by its subcontractors or suppliers; . It is advisable that Seller review such claims with Boeing prior to settlement, however Seller shall not be required to obtain pre-approval from Boeing, provided, that with respect to any payments made by Seller without Boeing's prior approval, Boeing shall have approved the amount be obligated to pay Seller only that portion of such termination claims in writing prior as are compensable pursuant to such settlementGTA 12.3.; F. D. Preserve and protect all terminated inventory and Products in which Boeing has or may acquire an interestProducts; G. E. At Boeing's request, transfer title (to the extent not previously transferred) and deliver to Boeing or Boeing's designee all supplies supplies, materials and materials, work-in-process, produced or acquired by Seller for the performance of the terminated Order, and to the extent not used, permitted to be used according to the terms of the applicable SLA or required by Seller for performance under this Agreement, any Order or any other agreement with Boeing, Tooling and manufacturing drawings and data produced or acquired by Seller for the performance of this Agreement and any the Order, all in accordance with the terms of such request; H. ; F. Be compensated by Boeing for such items to the extent provided in GTA Section 12.3 below;; and I. Take G. To the extent not used or required by Seller for performance under this Agreement, any Order or any other agreement with Boeing, take all reasonable steps required to return, or at Boeing's option and with prior written approval to destroy, all Boeing Proprietary Information and ItemsMaterials, as set forth in GTA Section 20.0, associated with the terminated Order, in the possession, custody or control of Seller or any of its subcontractors or suppliers;, which Boeing reasonably believes are necessary. J. H. Take such other action as, in Boeing's reasonable opinion, may be necessary, and as Boeing shall direct in writing, to facilitate termination of the Order; and K. I. Complete performance of the work not terminated in which terminated. Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing has or may acquire an interest./ Spirit AeroSystems, Inc. General Terms Agreement (GTA) BCA-65530-0016 Amendment 1