Common use of Winding Down Clause in Contracts

Winding Down. Upon the Completion Date, Customer, in its sole discretion, shall either (i) pay any cancellation compensation for Product (for which Purchase Orders were issued) that Customer no longer wishes to purchase, unless termination was by Customer due to ▇▇▇▇▇▇’▇ uncured breach, in which case no such cancellation compensation shall be due; or (ii) shall purchase and ▇▇▇▇▇▇ shall sell to Customer, at the prices herein provided, any Product for which Purchase Orders have been or are required to be placed in accordance with the Development Schedule or any Commercial Forecast or Rolling Forecast given on or prior to the Completion Date and, at ▇▇▇▇▇▇’▇ prices thereof, all Sourced Materials and other materials ordered as contemplated in or permitted under this Agreement. Customer shall be responsible and liable to ▇▇▇▇▇▇ for any amounts accruing prior to the Completion Date including, but not limited to, amounts due under Section 8(2) for cancellation of the Development Work, and amounts due for Purchase Orders under Section 15(2) for Commercial Work; provided, however, it is agreed and understood by ▇▇▇▇▇▇ that any and all expenditures scheduled but not actually made due to such immediate termination shall be deducted from any of the foregoing amounts. Upon the Completion Date, ▇▇▇▇▇▇ shall arrange for delivery to Customer or destruction of any Customer Materials at the Facility, at the cost and/or expense of Customer. Upon the Completion Date, ▇▇▇▇▇▇ shall make available, as is and where is, to Customer the Equipment, if paid for by Customer. Vetter shall have returned to Customer all documentation (including copies thereof) constituting Information of Customer; provided, however, notwithstanding the foregoing, ▇▇▇▇▇▇ or any of its Affiliates may retain such limited quantity of the Product, the Customer Materials (all thereof sufficient for two (2) analyses) and such documentation as may be necessary for proper record keeping in satisfaction of Territory Laws. Upon the Completion Date, Customer shall return to ▇▇▇▇▇▇ any and all documentation (including copies thereof) provided to Customer and constituting Information of ▇▇▇▇▇▇ and/or any of its Affiliates; provided, however, Customer may retain such limited number thereof as may be necessary for proper record keeping in satisfaction of Territory Laws.

Winding Down. Upon the Completion Dateoccurrence of an Event of Termination, Customerthe Joint Venture shall be liquidated and wound down as soon as practicable. In connection with the liquidation and winding-up of the Joint Venture, and with reference to the allocation of assets and liabilities set forth in Section 9 hereof, FIND shall proceed with the liquidation of all of the assets of the Joint Venture and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable Law: (a) first, to pay (or to make provision for payment of) all expenses of the liquidation in satisfaction of all obligations of the Joint Venture for such expenses of liquidation; (b) second, to pay (or to make provision for the payment of) any creditors of the Joint Venture (including any Co-Venturer who is then a creditor of the Joint Venture) in the order of priority provided by applicable Law or otherwise, in its sole discretionsatisfaction of all debts, shall either liabilities or obligations of the Joint Venture due such creditors; (ic) pay third, to the establishment of any cancellation compensation reserve which FIND may deem reasonably necessary for Product any contingent or unforeseen liabilities or obligations of the Joint Venture, including any Joint Venture reserves that may have already been set aside (such reserve to be paid over by FIND to an escrow agent acceptable to NANOTECH, and to thereafter to be held for which Purchase Orders were issued) that Customer no longer wishes to purchase, unless termination was by Customer due to ▇▇▇▇▇▇’▇ uncured breach, disbursement in which case no such cancellation compensation shall be due; or (ii) shall purchase and ▇▇▇▇▇▇ shall sell to Customerpayment of any of the aforementioned liabilities and, at the prices herein providedexpiration of such period as shall be deemed advisable by the Joint Venture [through FIND, any Product acting on its behalf] in its discretion for which Purchase Orders have been distribution of the balance in the manner hereinafter provided in this Section 16.2); and (d) fourth, after the payment (or are required the provision for payment) of all Indebtedness of the Joint Venture in accordance with each of the clauses above, to be placed the Co-Venturers or their legal representatives in accordance with the Development Schedule or any Commercial Forecast or Rolling Forecast given on or prior positive balances in their respective capital accounts, after taking into account all adjustments to capital accounts for all periods, no later than the Completion Date and, at ▇▇▇▇▇▇’▇ prices thereof, all Sourced Materials and other materials ordered as contemplated in or permitted under this Agreement. Customer shall be responsible and liable to ▇▇▇▇▇▇ for any amounts accruing prior to the Completion Date including, but not limited to, amounts due under Section 8(2) for cancellation end of the Development Workfiscal year in which the Event of Termination occurs or, and amounts due for Purchase Orders under Section 15(2if later, within ninety (90) for Commercial Work; provided, however, it is agreed and understood by ▇▇▇▇▇▇ that any and all expenditures scheduled but not actually made due to such immediate termination shall be deducted from any days after the date of the foregoing amounts. Upon the Completion Date, ▇▇▇▇▇▇ shall arrange for delivery to Customer or destruction of any Customer Materials at the Facility, at the cost and/or expense of Customer. Upon the Completion Date, ▇▇▇▇▇▇ shall make available, as is and where is, to Customer the Equipment, if paid for by Customer. Vetter shall have returned to Customer all documentation (including copies thereof) constituting Information of Customer; provided, however, notwithstanding the foregoing, ▇▇▇▇▇▇ or any of its Affiliates may retain such limited quantity liquidation of the Product, the Customer Materials (all thereof sufficient for two (2) analyses) and such documentation as may be necessary for proper record keeping in satisfaction of Territory Laws. Upon the Completion Date, Customer shall return to ▇▇▇▇▇▇ any and all documentation (including copies thereof) provided to Customer and constituting Information of ▇▇▇▇▇▇ and/or any of its Affiliates; provided, however, Customer may retain such limited number thereof as may be necessary for proper record keeping in satisfaction of Territory LawsJoint Venture.