Common use of TRANSITION OF SUPPLY Clause in Contracts

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods to Buyer and under no circumstances will take steps to shut down the supply chain. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer to accomplish the transition from Seller to an alternative seller, including, without limitation, the following: (A) Seller shall provide all notices necessary or desirable for Buyer to re-source the Purchase Order to an alternative seller; (B) Seller shall provide a sufficient bank of goods covered by the Purchase Order to ensure the orderly transition to any alternative seller chosen by Buyer; and (C) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer's customers in as good a condition as when received by 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 Buyer's Property, and the location, time and date of the exit shall 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 Purchase Orders for raw material or components relating to the Purchase Order; (ii) sell to Buyer, at Seller's cost any or all perishable tooling and Supplies inventory relating to the Purchase Order; and/or (iii) sell to Buyer any of Seller's property relating to the Purchase 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. 24)

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order the Contract for whatever reason, Seller Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods Products to Buyer and under no circumstances will take steps Purchaser. In addition to shut down the supply chain. Among all other thingsobligations of Seller hereunder, Seller Xxxxxx agrees to take such actions as may be reasonably required requested by Buyer Purchaser to accomplish the transition from Seller to an alternative seller, including, without limitation, including the following: (A) Seller shall provide all notices necessary or desirable for Buyer to re-source the Purchase Order to an alternative seller; (Ba) Seller shall provide a sufficient bank of goods covered by the Purchase Order to ensure the orderly transition to any alternative seller chosen by BuyerPurchaser; and (Cb) Seller shall timely provide to Buyer Purchaser all tooling and any other property furnished by or belonging to Buyer Purchaser or any of Buyer's Purchaser’s customers in as good a condition as when received by Seller, reasonable wear and tear excepted; (Dc) Buyer and the alternative seller reserve Purchaser reserves the right to access and actively participate during the disconnect or disassemble process for the Buyer's Purchaser’s Property, and the location, time and date of the exit shall be mutually agreeable between the Buyer Purchaser and Seller; and (Ed) Seller shall, at Buyer's Purchaser’s option: (i) assign to Buyer Purchaser any or all supply contracts or Purchase Orders for raw material or components relating to the Purchase Order; (ii) sell to BuyerPurchaser, at Seller's cost ’s cost, any or all perishable tooling and Supplies Products inventory relating to the Purchase Order; and/or (iii) sell to Buyer Purchaser any of Seller's ’s property relating necessary to perform under the Purchase Order, at a price equal to the unamortized portion lower of the cost fair market value of such items property or the net book value of such property less any amounts Buyer previously Purchaser has paid to Seller for the cost of such itemsproperty. Unless otherwise agreed to by Purchaser in writing, Seller, at its sole expense, shall furnish, keep in good condition, and replace when necessary all machinery, equipment, tools and other property or items necessary to perform under the Purchase Order. Seller shall provide documentation supporting the original cost of any unamortized itemssuch property. The term "“alternative seller" ” expressly includes, but is not limited to, a BuyerPurchaser-owned facility. 24)facility or Purchaser or any Affiliate thereof.

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order Contract for whatever reason, Seller Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods Products and Services to Buyer and under no circumstances will take steps to shut down the supply chainBuyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer to accomplish the transition from Seller to an alternative seller, including, including without limitation, limitation the following: (Aa) Seller shall provide all notices necessary or desirable for Buyer to re-source resource the Purchase Order Contract to an alternative seller; (Bb) Seller shall provide a sufficient bank of goods covered by the Purchase Order Contract to ensure the orderly transition to any alternative seller chosen by Buyer; and (Cc) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer's ’s customers in as good a condition as when received by Seller, reasonable wear and tear excepted; (Dd) Buyer and the alternative seller reserve the right to access and actively participate during the disconnect or disassemble process for the Buyer's ’s Property, and the location, time and date of the exit shall be mutually agreeable between the Buyer and Seller; and (Ee) Seller shall, at Buyer's ’s option: (i) assign to Buyer any or all supply contracts or Purchase Orders contracts for raw material or components relating to the Purchase OrderContract; (ii) sell to Buyer, at Seller's ’s cost any or all perishable tooling and Supplies inventory relating to the Purchase OrderContract; and/or (iii) sell to Buyer any of Seller's ’s property relating to the Purchase OrderContract, 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. 24).

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order the Agreement for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods Supplies to Buyer and under no circumstances will take steps to shut down the supply chainBuyer. Among other things, Seller agrees to take such actions action as may be reasonably required by Buyer to accomplish the transition from Seller to an alternative seller, including, without limitation, the following: (Aa) Seller shall provide all notices necessary or desirable for Buyer to re-source resource the Purchase Order Agreement to an alternative seller; (Bb) Seller shall provide a sufficient bank of goods covered by the Purchase Order Supplies to ensure that the orderly transition to any alternative seller chosen by Buyer will proceed smoothly, as reasonably determined by Buyer. At the Buyer's request, the Seller shall assure proper storage for the bank of Supplies, and deliver Supplies per standard releases from the Buyer; and (Cc) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer's customers Customers in as good a condition as when received by 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 of any property furnished to Seller by Buyer's Property, and the . The location, time and date of the exit shall be mutually agreeable between the Buyer and Seller; and (Ed) Seller shall, at Buyer's option: (i1) assign to Buyer any or all supply contracts or Purchase Orders Agreements for raw material or components relating to the Purchase OrderAgreement; (ii2) sell to Buyer, at Seller's cost cost, any or all perishable tooling and Supplies inventory relating to the Purchase OrderAgreement; and/or (iii3) sell to Buyer any of Seller's property relating to the Purchase OrderAgreement, 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; (e) Seller shall cooperate with Buyer and perform a reasonable tooling and property exit process as a standard course of conducting business. The Among other things, Seller shall conform to the terms of Buyer's tool move process. Seller also agrees to provide all information requested or required by Buyer for the transition; and (f) the term "alternative seller" expressly includes, but is not limited to, a Buyer-owned facility. 24).

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order the Agreement for whatever reason, Seller Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods Supplies to Buyer and under no circumstances will take steps to shut down the supply chainBuyer. Among other things, Seller Xxxxxx agrees to take such actions action as may be reasonably required by Buyer Xxxxx to accomplish the transition from Seller to an alternative seller, including, without limitation, the following: (Aa) Seller shall provide all notices necessary or desirable for Buyer to re-source resource the Purchase Order Agreement to an alternative seller; (Bb) Seller shall provide a sufficient bank of goods covered by the Purchase Order Supplies to ensure that the orderly transition to any alternative seller chosen by Xxxxx will proceed smoothly, as reasonably determined by Buyer. At the Buyer's request, the Seller shall assure proper storage for the bank of Supplies, and deliver Supplies per standard releases from the Buyer; and (Cc) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer's customers Customers in as good a condition as when received by 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 Buyer's Property, and the of any property furnished to Seller by Xxxxx. The location, time and date of the exit shall be mutually agreeable between the Buyer and Seller; and (Ed) Seller shall, at Buyer's option: (i1) assign to Buyer any or all supply contracts or Purchase Orders Agreements for raw material or components relating to the Purchase OrderAgreement; (ii2) sell to Buyer, at Seller's cost cost, any or all perishable tooling and Supplies inventory relating to the Purchase OrderAgreement; and/or (iii3) sell to Buyer any of Seller's property relating to the Purchase OrderAgreement, 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; (e) Seller shall cooperate with Buyer and perform a reasonable tooling and property exit process as a standard course of conducting business. The Among other things, Seller shall conform to the terms of Xxxxx's tool move process. Xxxxxx also agrees to provide all information requested or required by Xxxxx for the transition; and (f) the term "alternative seller" expressly includes, but is not limited to, a Buyer-owned facility. 24).

TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order the Contract for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods Products to Buyer and under no circumstances will take steps Purchaser. In addition to shut down the supply chain. Among all other thingsobligations of Seller hereunder, Seller agrees to take such actions as may be reasonably required requested by Buyer Purchaser to accomplish the transition from Seller to an alternative seller, including, without limitation, including the following: (A) Seller shall provide all notices necessary or desirable for Buyer to re-source the Purchase Order to an alternative seller; (Ba) Seller shall provide a sufficient bank of goods covered by the Purchase Order to ensure the orderly transition to any alternative seller chosen by BuyerPurchaser; and (Cb) Seller shall timely provide to Buyer Purchaser all tooling and any other property furnished by or belonging to Buyer Purchaser or any of Buyer's Purchaser’s customers in as good a condition as when received by Seller, reasonable wear and tear excepted; (Dc) Buyer and the alternative seller reserve Purchaser reserves the right to access and actively participate during the disconnect or disassemble process for the Buyer's Purchaser’s Property, and the location, time and date of the exit shall be mutually agreeable between the Buyer Purchaser and Seller; and (Ed) Seller shall, at Buyer's Purchaser’s option: (i) assign to Buyer Purchaser any or all supply contracts or Purchase Orders for raw material or components relating to the Purchase Order; (ii) sell to BuyerPurchaser, at Seller's cost ’s cost, any or all perishable tooling and Supplies Products inventory relating to the Purchase Order; and/or (iii) sell to Buyer Purchaser any of Seller's ’s property relating necessary to perform under the Purchase Order, at a price equal to the unamortized portion lower of the cost fair market value of such items property or the net book value of such property less any amounts Buyer previously Purchaser has paid to Seller for the cost of such itemsproperty. Unless otherwise agreed to by Purchaser in writing, Seller, at its sole expense, shall furnish, keep in good condition, and replace when necessary all machinery, equipment, tools and other property or items necessary to perform under the Purchase Order. Seller shall provide documentation supporting the original cost of any unamortized itemssuch property. The term "“alternative seller" ” expressly includes, but is not limited to, a BuyerPurchaser-owned facility. 24)facility or Purchaser or any Affiliate thereof.