Termination; Return of Consigned Precious Metal Clause Samples

Termination; Return of Consigned Precious Metal. (a) The Consignment Facility and this Agreement shall terminate automatically, unless terminated earlier as provided below, on October 31, 2007. (b) Sensata may terminate the Consignment Facility at any time by sending twenty (20) days prior written notice thereof to the Company. ALL CONSIGNED PRECIOUS METAL AND SUMS OUTSTANDING UNDER THE CONSIGNMENT FACILITY SHALL BE DUE AND PAYABLE UPON THE EARLIER OF (I) THE OCCURRENCE OF AN EVENT OF DEFAULT AND ACCELERATION OF THE OBLIGATIONS BY SENSATA, OF (B) TWENTY (20) DAYS AFTER DEMAND BY SENSATA HEREUNDER. Upon giving of such notice or at any time thereafter, Sensata may, at its option, suspend or terminate its obligation to consign or deliver Precious Metal hereunder. (c) The Company may terminate this Consignment Facility by giving forty five (45) days’ prior written notice of such termination to Sensata, except upon the sale of the ESC business unit, in which case the Company may terminate the Agreement on three (3) days prior notice; provided Sensata has been informed of the transaction within 15 days prior thereto. Upon receipt of such notice, Sensata may, in its sole discretion, continue to consign or deliver Precious Metal hereunder, provided, however, no consignment of Precious Metal shall have a Consignment Period later than forty five (45) days after receipt by Sensata of the Company’s termination notice. ALL SUMS OUTSTANDING UNDER THIS CONSIGNMENT FACILITY WILL BE DUE AND PAYABLE FORTY FIVE (45) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM THE COMPANY HEREUNDER. (d) Upon termination of the Consignment Facility, Sensata may credit any amounts then held by it to reduce the Obligations in accordance with the provisions hereof. Termination of the Consignment Facility shall not affect the Company’s duty to pay and perform its obligations to Sensata under the Consignment Facility in full. Notwithstanding termination, until all Obligations have been indefeasibly paid in full, Sensata shall retain the security granted under the Security Documents and, except for those specific covenants and conditions dealing with the consigning of Precious Metal, all terms and conditions of this Agreement shall remain in full force and effect. (e) Upon termination of the Consignment Facility for any reason, the Company shall immediately upon the effective date of termination (i) make Metals Payment for all Consigned Precious Metal theretofore consigned but for which Metals Payment in full has not been made, the purchase price th...