Common use of TERMINATION/CANCELLATION Clause in Contracts

TERMINATION/CANCELLATION. Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by Buyer, (a) immediately terminate all work under the applicable Order; (b) transfer title and deliver to Buyer (i) all completed work which conforms to the requirements of Buyer’s Order and (ii) all reasonable quantities of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the foregoing, if termination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and Buyer shall claim against Seller all remedies provided by law and equity. Further, in the event Seller shall become insolvent or in a petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and Buyer shall have the right of first refusal to purchase any tools, and materials of Seller that should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which is hereby granted.

TERMINATION/CANCELLATION. (a) Buyer may, at any time, shall have the right to terminate an Order this order in whole or in part by written notice or verbal notice confirmed whenever it deems such action to be in writing to Sellerits best interests. If an Order is terminated by Buyer In the event of any termination other than a cancellation for convenience, any claim default of Seller and only in such event, if Seller, at the time of such termination shall be settled have in stock or on the basis of actual costs firm order any raw, semi-processed, or completed materials for use in fulfilling this contract or order, then (excluding anticipated profits and other pure economic, indirect and consequential lossesI) it has already incurred in the performance case of completed materials Buyer may, at its option, either require delivery of all or part of the Order. Upon receipt completed materials and make payment therefore at the contract price or (without taking delivery thereof) pay Seller the excess, if any, of such notice the contract price over the market price at the time of termination, and (II) in the case of raw or semi- processed materials, Buyer may, at its option, either require Seller shallto complete and deliver all or part of such materials at the contract price, unless otherwise directed or (without taking delivery thereof) pay Seller with respect to such raw or semi- processed materials which are properly allocable to this order or contract a proportion of the contract price based on the stage of completion of such materials and reduced by Buyerthe value of such materials as such stage of completion, and (III) in the case of materials which Seller has on firm order hereunder, Buyer may, at its option, either take an assignment of Seller's rights under such order or pay the costs, if any, of settling or discharging Seller's obligations under such order. (b) The preceding paragraph (a) immediately terminate all work under the applicable Order; (b) transfer title and deliver to Buyer (i) all completed work which conforms to the requirements of Buyer’s Order and (ii) all reasonable quantities of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance limit any legal rights of Buyer to cancel this order by reason of any default by Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Xxxxx further reserves the right to cancel this order without further liability for articles not accepted by Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the foregoing, if termination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and Buyer shall claim against Seller all remedies provided by law and equity. Further, in the event Seller shall become insolvent commits an act of insolvency, files or in has filed against it a petition under any insolvency statute, suffers any receivership or other similar petition to be filed for bankruptcyor against it, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and Buyer shall have makes a general assignment for the right benefit of first refusal to purchase any tools, and materials of Seller that should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which is hereby grantedits creditors.

TERMINATION/CANCELLATION. Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by BuyerXxxxx, (a) immediately terminate all work under the applicable Order; (b) transfer title and deliver to Buyer (i) all completed work which conforms to the requirements of Buyer’s Order and (ii) all reasonable quantities of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the foregoing, if termination is occasioned by made with course due to Seller’s breach of any terms and conditions hereof, including but not limited to Section 24 and Section 25, breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and Buyer shall claim against Seller all remedies provided by law and equity. Further, in the event Seller shall become insolvent or in a petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and Buyer shall have the right of first refusal to purchase any tools, and materials of Seller that should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which is hereby granted.

TERMINATION/CANCELLATION. Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by BuyerXxxxx, (a) immediately terminate all work under the applicable Order; (b) transfer title and deliver to Buyer (i) all completed work which conforms to the requirements of Buyer’s Order and (ii) all reasonable quantities of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against BuyerXxxxx. Buyer will make no payments for finished products, works-in- in--process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the foregoing, if termination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and Buyer Xxxxx shall claim against Seller all remedies provided by law and equity. Further, in the event Seller shall become insolvent or in a petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and Buyer shall have the right of first refusal to purchase any tools, and materials of Seller that should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies sub¬assemblies and spare parts under a royalty-free license which is hereby granted.