Common use of TRANSITION OF SUPPLY Clause in Contracts

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of any Order for whatever reason, Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the Order supply of Goods to Buyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change accomplish the transition from Seller to an alternate supplier of alternative seller, including without limitation the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplierseller; (vb) if and when requested by Xxxxx, Seller shall return provide a sufficient bank of goods covered by the Order to ensure the orderly transition to any alternative seller chosen by Buyer; and (c) Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (d) Buyer and the alternative seller reserve the right to access and actively participate during the disconnect or disassemble process for the Tooling, and the location, time and date of the exit shall comply with be mutually agreeable between the Buyer and Seller; and (e) Seller shall, at Buyer’s option: (i) assign to Buyer any or all supply contracts or Orders for raw material or components relating to the Order; (ii) sell to Buyer, at Seller’s obligations cost any or all perishable tooling and Goods inventory relating to the Order; and/or (iii) sell to Buyer any of Seller’s Property in Section 21 and in relation property relating to subcontractsthe Order, at a price equal to the unamortized portion of the cost of such items less any amounts Buyer previously has paid to Seller for the cost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. The term “alternative seller” expressly includes, but is not limited to, a Buyer-owned facility.

TRANSITION OF SUPPLY. 16.1 13.1 In connection with the expiration, cancellation cancellation, nonperformance or termination of the Order Order, including by Buyer, in whole or in part, for any or no Cause or because of Buyer’s election to change or add to an alternate or new supplier of the Supplies Goods and Services or products (including a Buyer-owned or -operated operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s alternate or new supplier the responsibility for providing and delivering Supplies Goods and Services to Buyer. Seller shall continue production and delivery of all Supplies Goods and Services as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate or new supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Suppliesthe Goods and Services, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding allow Buyer to access and access to use Seller’s Intellectual Property, Seller’s property and Seller’s manufacturing or and service processprocesses, including on-site inspectionsincluding, CAD models, drawings, material supplier details, bill-of-material data, tooling and process detail and samples of Supplies products, goods and componentscomponents and on-site inspections; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative or new supplier; and (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 property and in relation to subcontractssubcontracts (collectively, “Transition Support”).

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Purchase Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering the Supplies to Buyer. Seller shall shall: (i) continue production and delivery of all the Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s) (“Transition Support”); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and componentscomponents and allow Buyer, the new supplier and/or their respective agents to inspect the then current production processes being utilized at Seller's facility, grant to the new supplier a non-exclusive, royalty-free license to use any technology reasonably necessary (in Buyer’s sole determination) for the new supplier to manufacture and sell the Supplies to Buyer, and remove from Seller’s facilities all Buyer-owned tooling (including manuals, logs and the like); (iii) reimburse Buyer for any (Product Part Approval Process “PPAP”) costs that it may incur as a result of the resourcing, if applicable; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative supplier; and (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 20 and in relation to subcontracts. If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Buyer’s request for Transition Support, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies Goods (including a Buyer-owned or -operated –operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies Goods to Buyer. Seller shall (i) continue production and delivery of all Supplies Goods as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, billxxxx-of-material data, tooling and process detail and samples of Supplies Goods and componentscomponents (collectively, “Transition Support”); (iviii) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx. If the resourcing of the Goods occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Buyer’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall return pay the undisputed portion to Buyer all Buyer’s Property in as good condition as when received Seller and the remaining portion, if any, promptly following the binding determination by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating an arbitrator that such amount is due to Seller’s Property in Section 21 and in relation to subcontracts.

TRANSITION OF SUPPLY. 16.1 In connection decision to source the Goods from any alternate supplier(s), Seller shall cooperate with Buyer in the expiration, cancellation or termination transition of supply of the Order by BuyerGoods, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of including the Supplies following: (including a Buyer-owned or -operated facilitya) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies Goods as ordered by Buyer, at the prices and other terms stated in compliance with the terms of the an Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Buyer’s ability to obtain the Goods as needed; (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iiib) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material datamaterial, Data, tooling and process detail and samples of Supplies the Goods and components; and (ivc) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion subject to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by XxxxxSeller’s reasonable capacity constraints, Seller shall return to Buyer all Buyer’s Property provide special overtime production, storage, delivery, and/or management of extra inventory of the Goods (parts bank), extraordinary packaging and transportation and other special services (collectively “Transition Support”) as expressly requested by Xxxxx in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with writing. If the transition of supply occurs for reasons other than Seller’s obligations relating to default, Buyer shall, at the end of the transition period, pay the reasonable, actual cost of Transition Support requested by Buyer and incurred by Seller, provided that Buyer must approve Seller’s Property estimate of such costs in Section 21 and in relation writing prior to subcontractsSeller incurring such costs.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer Xxxxx in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 22 and in relation to subcontracts.

TRANSITION OF SUPPLY. 16.1 17.1 In connection with the expiration, cancellation cancellation, nonperformance or termination of the Order Order, including by Buyer, in whole or in part, for any or no Cause or because of Buyer’s election to change or add to an alternate or new supplier of the Supplies Products (including a Buyer-owned or -operated operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s alternate or new supplier the responsibility for providing and delivering Supplies Products to Buyer. Seller shall continue production and delivery of all Supplies Products as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate or new supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of SuppliesProducts, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding allow Buyer to access and access to use of Seller’s Intellectual Property, Seller’s Property and Seller’s manufacturing or and service processprocesses, including on-site inspectionsCAD models, drawings, material supplier details, bill-of-material data, tooling and process detail and detail, samples of Supplies Products and componentscomponents and on-site inspections; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative or new supplier; and (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 23 and in relation to subcontractssubcontracts (collectively, “Transition Support”).