Common use of Cancellation for Cause Clause in Contracts

Cancellation for Cause. Without prejudice to any other rights and remedies (and, in Buyer’s case, without demand on Seller to provide adequate assurance of performance), Buyer and Seller shall each have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the other Party of such cancellation: (a) a material breach of or default under any of the terms, obligations, covenants, representations, or conditions of the Agreement by the other Party, including time of delivery or completion of Goods and Services, which is not waived in writing by the non-defaulting Party and which is not cured by the defaulting Party within thirty (30) days after receipt of notice from the non-defaulting Party of such breach or default; or (b) the other Party is declared insolvent or bankrupt or makes an assignment for the benefit of creditors or a receiver is appointed. Without prejudice to any other rights and remedies (and without demand on Seller to provide adequate assurance of performance), Buyer shall have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the Seller of such cancellation: (x) in the event it becomes apparent in Buyer’s reasonable judgment that Seller’s delivery or completion of the Goods and Services cannot be accomplished within the specified time; (y) Seller, or all or substantially all of Seller’s assets are sold, conveyed, or otherwise transferred; or (z) there is a change of control of Seller. Upon Buyer’s cancellation under this Paragraph 6, Buyer may: (a) at its option purchase all or part of the non-delivered Goods and Services elsewhere or otherwise complete the cancelled Agreement or portion thereof by any reasonable means, and Seller shall be responsible for any additional costs incurred by Buyer in accomplishing this completion; (b) require that Goods in progress or completed but unshipped Goods be assigned and delivered immediately by Seller to Buyer by the most rapid means of transportation available, with any additional costs of shipment to be at Seller’s sole expense; and/or (c) retain any monies owed to Seller for work completed prior to cancellation of the Agreement or portion thereof to offset additional expenses that Buyer anticipates incurring to complete performance or damages that Buyer anticipates incurring as a result of Seller’s default.

Cancellation for Cause. Without prejudice to any other rights and remedies (andBuyer may cancel the purchase order, in Buyer’s casewhole or in part, without demand on at any time in the event of any default by Seller including: (i) late deliveries, or deliveries of products which are defective or which do not conform to the requirements of the purchase order, or failure to provide adequate assurance Buyer reasonable assurances of future performance), Buyer and Seller shall each have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liabilityon request, except for Goods received and accepted and Services performed and accepted, upon the occurrence (ii) Seller’s breach of any of warranty, term, condition or covenant contained in the following events of default purchase order or these Terms and notice to the other Party of such cancellation: (a) a material breach of or default under any of the terms, obligations, covenants, representationsConditions, or conditions of the Agreement by the other Party, including time of delivery or completion of Goods and Services, which is not waived in writing by the non-defaulting Party and which is not cured by the defaulting Party within thirty (30iii) days after receipt of notice from the non-defaulting Party of such breach or default; or (b) the other Party is declared Seller becomes insolvent or bankrupt or makes an a general assignment for the benefit of creditors or files or has filed against it a petition in bankruptcy or for reorganization, or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver is appointedappointed for Seller’s property or business. Without prejudice to any other rights and remedies (and without demand on Seller to provide adequate assurance In the event of performance)cancellation for cause, Buyer shall have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the Seller of such cancellation: (x) in the event it becomes apparent in Buyer’s reasonable judgment that Seller’s delivery or completion of the Goods and Services cannot be accomplished within the specified time; (y) Seller, or all or substantially all of Seller’s assets are sold, conveyed, or otherwise transferred; or (z) there is a change of control of Seller. Upon Buyer’s cancellation under this Paragraph 6, Buyer may: (a) at its option purchase all or part of the non-delivered Goods and Services elsewhere or otherwise complete the cancelled Agreement or portion thereof by liable to Seller for any reasonable meansamount, and Seller shall be responsible liable to Buyer for any additional costs incurred and all damages sustained by reason of the default that gives rise to such cancellation. INDEMNIFICATION: Seller will, at its expense, defend, indemnify and hold harmless Buyer in accomplishing this completion; and its customers and their respective officers, directors, employees and agents from and against any and all losses, costs, liabilities and expenses (including reasonable attorney’s fees) arising out of any action brought against Buyer or any of its customers based on a claim that (a) any goods infringe the intellectual property rights of any third party, or (b) require Seller’s manufacturing process for the goods infringes the intellectual property rights of any third party. The foregoing indemnity shall not apply to the extent that Goods the infringement arises from: (i) modifications of the goods made by Buyer which were not approved by Seller; or (ii) Seller’s compliance with any of Buyer’s designs, specifications or instructions. In the event that any goods are found to be infringing in progress a manner for which Seller is obligated to indemnify Buyer hereunder, Seller shall promptly either (1) procure for Buyer and its customers the right to continue using such infringing goods; (2) replace the infringing goods with non-infringing goods of like form, fit or completed but unshipped Goods function; (3) modify the goods so that they no longer infringe; or (4) remove the goods and refund the purchase price to Buyer. Buyer shall give Seller prompt notice of any such claims, and shall permit Seller to direct the defense and the settlement of such claims, provided, however, that no settlement may be assigned and delivered immediately effected by Seller to on behalf of Buyer by without Xxxxx’s written consent. Buyer may, at its expense and through counsel of its own choosing participate in the most rapid means defense or settlement of transportation availableany such claim. Seller will, at its expense, defend, indemnify and hold harmless Buyer and its customers and their respective officers, directors, employees and agents from and against any and all losses, costs, liabilities and expenses (including reasonable attorney’s fees) arising out of or in connection with any additional costs of shipment to be at (i) Seller’s sole expense; and/or (c) retain any monies owed to Seller for work completed prior to cancellation breach of the Agreement purchase order or portion thereof to offset additional expenses that Buyer anticipates incurring to complete performance these Terms and Conditions; or damages that Buyer anticipates incurring as a result of (ii) Seller’s defaultperformance under the purchase order to the extent caused by, in whole or in part, any negligent act or omission or willful misconduct of Seller or its employees, agents or independent contractors, including but not limited to any act or omission that contributes to: (1) any personal injury, sickness, disease or death, or (2) any damage to or destruction of property or any loss of use resulting therefrom.

Cancellation for Cause. Without prejudice to any other rights and remedies (and, in Buyer’s case, without demand on Seller to provide adequate assurance of performance), Buyer and Seller shall each have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the other Party of such cancellation: (a) a material breach of or default under any of the terms, obligations, covenants, representations, or conditions of the Agreement by the other Party, including time of delivery or completion of Goods and Services, which is not waived in writing by the non-defaulting Party and which is not cured by the defaulting Party within thirty (30) days after receipt of notice from the non-defaulting Party of such breach or default; or (b) the other Party is declared insolvent or bankrupt or makes an assignment for the benefit of creditors or a receiver is appointed. Without prejudice to any other rights and remedies (and without demand on Seller to provide adequate assurance of performance), Buyer shall have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the Seller of such cancellation: (x) in the event it becomes apparent in Buyer’s reasonable judgment that Seller’s delivery or completion of the Goods and Services cannot be accomplished within the specified time; (y) Seller, or all or substantially all of Seller’s assets are sold, conveyed, or otherwise transferred; or (z) there is a change of control of Seller. Upon Buyer’s cancellation under this Paragraph 6, Buyer may: (a) at its option purchase all or part of the non-delivered Goods and Services elsewhere or otherwise complete the cancelled Agreement or portion thereof by any reasonable means, and Seller shall be responsible for any additional costs incurred by Buyer in accomplishing this completion; (b) require that Goods in progress or completed but unshipped Goods be assigned and delivered immediately by Seller to Buyer by the most rapid means of transportation available, with any additional costs of shipment to be at Seller’s sole expense; and/or (c) retain any monies owed to Seller for work completed prior to cancellation of the Agreement or portion thereof to offset additional expenses that Buyer anticipates incurring to complete performance or damages that Buyer anticipates incurring as a result of Seller’s default.:

Cancellation for Cause. Without prejudice to any other rights and remedies (andBuyer may cancel the purchase order, in Buyer’s casewhole or in part, without demand on at any time in the event of any default by Seller including: (i) late deliveries, or deliveries of products which are defective or which do not conform to the requirements of the purchase order, or failure to provide adequate assurance Buyer reasonable assurances of future performance), Buyer and Seller shall each have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liabilityon request, except for Goods received and accepted and Services performed and accepted, upon the occurrence (ii) 1 Rev. 2012-01 Seller’s breach of any of warranty, term, condition or covenant contained in the following events of default purchase order or these Terms and notice to the other Party of such cancellation: (a) a material breach of or default under any of the terms, obligations, covenants, representationsConditions, or conditions of the Agreement by the other Party, including time of delivery or completion of Goods and Services, which is not waived in writing by the non-defaulting Party and which is not cured by the defaulting Party within thirty (30iii) days after receipt of notice from the non-defaulting Party of such breach or default; or (b) the other Party is declared Seller becomes insolvent or bankrupt or makes an a general assignment for the benefit of creditors or files or has filed against it a petition in bankruptcy or for reorganization, or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver is appointedappointed for Seller’s property or business. Without prejudice to any other rights and remedies (and without demand on Seller to provide adequate assurance In the event of performance)cancellation for cause, Buyer shall have the right to cancel the Agreement in its entirety or any portion thereof without penalty or liability, except for Goods received and accepted and Services performed and accepted, upon the occurrence of any of the following events of default and notice to the Seller of such cancellation: (x) in the event it becomes apparent in Buyer’s reasonable judgment that Seller’s delivery or completion of the Goods and Services cannot be accomplished within the specified time; (y) Seller, or all or substantially all of Seller’s assets are sold, conveyed, or otherwise transferred; or (z) there is a change of control of Seller. Upon Buyer’s cancellation under this Paragraph 6, Buyer may: (a) at its option purchase all or part of the non-delivered Goods and Services elsewhere or otherwise complete the cancelled Agreement or portion thereof by liable to Seller for any reasonable meansamount, and Seller shall be responsible liable to Buyer for any additional costs incurred and all damages sustained by reason of the default that gives rise to such cancellation. INDEMNIFICATION: Seller will, at its expense, defend, indemnify and hold harmless Buyer in accomplishing this completion; and its customers and their respective officers, directors, employees and agents from and against any and all losses, costs, liabilities and expenses (including reasonable attorney’s fees) arising out of any action brought against Buyer or any of its customers based on a claim that (a) any goods infringe the intellectual property rights of any third party, or (b) require Seller’s manufacturing process for the goods infringes the intellectual property rights of any third party. The foregoing indemnity shall not apply to the extent that Goods the infringement arises from: (i) the use or incorporation of the goods in progress a manner or completed but unshipped Goods be assigned and delivered immediately by Seller to Buyer by the most rapid means of transportation available, in combination with any additional costs other devices or parts not specified in the applicable specifications therefor or otherwise approved by Seller, (ii) modifications of shipment the goods made by Buyer which were not approved by Seller; or (iii) Seller’s compliance with any of Buyer’s designs, specifications or instructions. In the event that any goods are found to be at Seller’s sole expenseinfringing in a manner for which Seller is obligated to indemnify Buyer hereunder, Seller shall promptly either (1) procure for Buyer and its customers the right to continue using such infringing goods; and/or (c2) retain any monies owed to Seller for work completed prior to cancellation replace the infringing goods with non-infringing goods of the Agreement like form, fit or portion thereof to offset additional expenses that Buyer anticipates incurring to complete performance or damages that Buyer anticipates incurring as a result of Seller’s default.function;