Common use of WINDING-DOWN OBLIGATIONS Clause in Contracts

WINDING-DOWN OBLIGATIONS. Upon expiration or termination of this Agreement for any reason, Customer shall be responsible for the Product Inventory, Manufacturing Inventory, and Special Inventory in existence at the date of termination or expiration in the same manner as for cancellations as set forth in Section 4.3. Flextronics will take commercially reasonable steps to reduce Customer's liability under said section. Following any expiration or termination of this Agreement, Flextronics shall cooperate with Customer and provide reasonable assistance to effect the orderly and efficient transfer of the manufacturing of Products from Flextronics to the Customer or a third party designated by the Customer and without disruption to the Customer's business ("Transfer Assistance"). Transfer Assistance shall include, but not be limited to: (a) the continued manufacture of Products by Flextronics after the termination or expiration date for a transition period and on terms mutually agreeable to the Parties; (b) the return to Customer of all Manufacturing Specification materials; (c) the transfer of all Product Inventory, Manufacturing Inventory, and Special Inventory for which Customer has compensated Flextronics; and (d) the transfer of any Product specific tooling and equipment. Customer shall be responsible for any other costs incurred by Flextronics in providing Transfer Assistance.

WINDING-DOWN OBLIGATIONS. Upon expiration or termination of this Agreement for any reason, Customer shall be responsible for the Product Inventory, Manufacturing Inventory, and Special Inventory in existence at the date of termination or expiration in the same manner as for cancellations as set forth in Section 4.3. Flextronics will take commercially reasonable steps to reduce Customer's liability under said section. Following any expiration or termination of this Agreement, Flextronics shall cooperate with Customer and provide reasonable assistance to effect the orderly and efficient transfer of the manufacturing of Products from Flextronics to the Customer or a third party designated by the Customer and without disruption to the Customer's business ("Transfer Assistance"). Transfer Assistance shall include, but not be limited to: (a) the continued manufacture of Products by Flextronics after the termination or expiration date for a transition period and on terms mutually agreeable to the Parties; (b) the return to Customer of all Manufacturing Specification materials; (c) the transfer of all Product Inventory, Manufacturing Inventory, and Special Inventory for which Customer has compensated Flextronics; and (d) the transfer of any 16 of 43 Product specific tooling and equipment. Customer shall be responsible for any other costs incurred by Flextronics in providing Transfer Assistance.

WINDING-DOWN OBLIGATIONS. Upon expiration or termination of this ------------------------ Agreement for any reason, Customer shall be responsible for the Product Inventory, Manufacturing Inventory, and Special Inventory in existence at the date of termination or expiration in the same manner as for cancellations as set forth in Section 4.3. Flextronics will take commercially reasonable steps to reduce Customer's liability under said section. Following any expiration or termination of this Agreement, Flextronics shall cooperate with Customer and provide reasonable assistance to effect the orderly and efficient transfer of the manufacturing of Products from Flextronics to the Customer or a third party designated by the Customer and without disruption to the Customer's business ("Transfer Assistance"). Transfer Assistance shall include, but not be limited to: (a) the continued manufacture of Products by Flextronics after the termination or expiration date for a transition period and on terms mutually agreeable to the Parties; (b) the return to Customer of all Manufacturing Specification materials; (c) the transfer of all Product Inventory, Manufacturing Inventory, and Special Inventory for which Customer has compensated Flextronics; and (d) the transfer of any Product specific tooling and equipment. Customer shall be responsible for any other costs incurred by Flextronics in providing Transfer Assistance.