Common use of CANCELLATION FOR DEFAULT Clause in Contracts

CANCELLATION FOR DEFAULT. (a) Buyer may, by written notice to Supplier, cancel all or part of this Purchase Order (i) if Supplier fails to deliver the goods within the time specified by this Purchase Order or any written extension; and (ii) if Supplier fails to perform any other provision of this Purchase Order or fails to make progress, so as to endanger performance of this Purchase Order, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of arrangement by Supplier for the benefit of its creditors. (b) Supplier shall continue to supply goods not cancelled. (c) If Buyer cancels all or part of this Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay the price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under this Purchase Order any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract if (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of SupplierSeller’s suspension of business, insolvency, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase Ordercontract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title (to the extent Buyer does not already have title) and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools; dies, diesjigs, fixtures, plans, drawings, information and information, contract rights and other materials (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its any customer of Buyer has an interest. (d) d. Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” article of this contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holdersholders of Seller or its subcontractors. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to the “Termination for Convenience” article of this contract. f. All intellectual property, including, but not limited to, drawings, software, and models, required to finish the project shall be delivered to Buyer.

CANCELLATION FOR DEFAULT. (a) Buyer may22.1. Either party may cancel this Agreement and/or any Order(s), in whole or part, without liability, by giving written notice of breach or default if the other (1) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing; or makes a general assignment for the benefit of creditors; or if a receiver is appointed for substantially all of its property; or (2) materially breaches or defaults on its obligations under this Agreement and, if the breach or default can be cured, fails to cure the breach or default within thirty (30) days after receipt of written notice to Suppliercure; or (3) commits breaches on obligations other than payment, repetitively, or at least three separate significant times within any four-month period. Customer may cancel all any Order(s) in whole or part of this Purchase Order (i) in part, without liability, if Supplier fails to deliver Deliver conforming Purchases under that Order on time. 22.2. If Services are being provided, Customer shall have the goods within right to take over and complete the time specified Services at Supplier's expense. 22.3. If Customer cancels this Agreement and/or any Order(s) for Supplier's default or breach, it shall be entitled to recover from Supplier all losses, damages and expenses incurred as a result of Supplier's default or breach. Supplier shall refund to Customer amounts previously paid for Purchases which, due to such cancellation, cannot reasonably be used by Customer, and shall bear all expenses for their removal and return. Supplier shall, at Customer's option, promptly remove Purchases or bear the cost of removal. Supplier shall restore or bear the expenses of restoration of Customer's property to its original condition at the direction of Customer and refund to Customer all monies previously paid for such Purchases. 22.4. If Supplier cancels this Purchase Order Agreement and/or any Order(s) for Customer's default or any written extension; and (ii) if Supplier fails breach, it may recover from Customer reasonable expenses incurred as a direct result of Customer's default or breach, which shall not exceed the amounts which Customer has not yet paid under the terms hereof. Customer shall not be liable for incidental, consequential or indirect damages, including but not limited to perform any other provision lost profits or unallocated overhead. 22.5. Any cancellation by Customer under this Article which is set aside or deemed wrongful will be deemed a termination under Article 21 "Termination of Agreement or Order(s)" of this Purchase Order or fails to make progress, so as to endanger performance of this Purchase Order, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of arrangement by Supplier for the benefit of its creditorsAgreement. (b) Supplier shall continue to supply goods not cancelled. (c) If Buyer cancels all or part of this Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay the price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under this Purchase Order any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract if: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such 10 days and such plan is acceptable to Buyer’s Authorized Procurement Representative; and/or (iii) immediately in the event: (a) of Seller's suspension of business; (b) an application is made to any competent Court for a winding up of Seller; (c) Seller is insolvent; (d) Seller is bankrupt; (e) Seller commences negotiation with all or any class of creditors with a view to rescheduling or compromising a debt; (f) a creditor of Seller enforces security; (g) a receiver for Seller's property or business is appointed; or (iiih) Seller engages in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of or arrangement by Supplier for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) . If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title title, including any Intellectual Property and deliver to Buyer, as directed by Xxxxx, any any: (i) completed goods, Goods; and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has customers have an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods completed Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with article 6 "Termination for Convenience". Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer 's customers against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to article 6 "Termination for Convenience". f. Notwithstanding any other provision in this Contract, if Seller breaches articles 23(d) “Assignment, Delegation, Subcontracting and Change Of Control”; 18 “Financial Records and Audit”; 28 (a) “Business Conduct”; or, otherwise acts in contravention of anti-corruption legislation, Buyer shall have the right to terminate this Contract without notice and with immediate effect. Buyer shall be in no way liable to Seller in respect of such termination for payment of damages, tortious claims (including negligence) or any other form of compensation.

CANCELLATION FOR DEFAULT. (a) Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order PO: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order PO or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order PO or fails to make progress, so as to endanger performance of this Purchase OrderPO, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderPO, Seller shall be liable for Buyer’s excess re-procurement costs. c) Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderPO. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay the PO price specified in the Purchase Order for completed goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this PO, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order PO any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the PO had been terminated according to the "Termination for Convenience" Article of this PO.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (a) i. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of SupplierSeller’s bankruptcy, suspension of business, insolvency, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier ii. Seller shall continue to supply goods all work not cancelledcanceled. (c) If Buyer cancels all or part of this Purchase Order, iii. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) iv. Buyer shall pay the price specified in the Purchase Order for goods completed Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” provision of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holders. v. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if this Contract had been terminated according to the “Termination for Convenience” provision of this Contract.

CANCELLATION FOR DEFAULT. (a) Buyer Company may, by written notice to Suppliernotice, cancel all or part of this Purchase Order (i) if Supplier fails to deliver the goods within the time specified by this Purchase Order or any written extension; and (ii) if Supplier fails to perform any other provision of this Purchase Order or fails to make progress, so as to endanger performance of this Purchase Order, andin whole or in part, if, in either Company’s good-faith opinion, Seller fails to (i) deliver the Products by the scheduled delivery date, as set forth in the applicable Purchase Order or in any extension thereof by written change order or amendment; (ii) repair or replace rejected Products in accordance with the provisions of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failureSection 7 or Section 8; or (iii) otherwise perform any of its other obligations set forth in the event of this Agreement, or (iv) make sufficient progress under this Purchase Order, such that such failure endangers Supplier’s suspension ability to perform in accordance with the terms of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of arrangement by Supplier for the benefit of its creditorsthis Agreement. (b) Supplier If this Purchase Order is cancelled by Company, Company may procure, upon such terms and in such manner as Company may deem appropriate, Products similar or substantially similar to those canceled, and Seller shall continue to supply goods not cancelledreimburse Company for any additional costs and expenses incurred by Company in purchasing such Products from an alternate supplier. (c) If Buyer cancels all or part a portion of this Purchase OrderOrder is canceled for Seller’s default, Buyer Company may require Supplier Seller to transfer title and to deliver to BuyerCompany, as in the manner and to the extent directed by XxxxxCompany, any (i) all completed goods, items not yet delivered and (ii)any ii) any partially completed goods items and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) materials that Supplier Seller has specifically produced or acquired for the cancelled performance of the terminated portion. Seller will, upon direction of Company, protect and preserve the property listed in this paragraph that is in the possession of Seller. Payment for completed items delivered to and accepted by Company under this paragraph will be in an amount (not to exceed the contract price) agreed upon by Seller and Company; however, Seller’s obligation to carry out Company’s direction as to delivery, protection and preservation of the property will not be contingent upon prior agreement as to such amount. (d) Nothing in this Section 11 is intended to excuse Seller from proceeding with any uncancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay the price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under this Purchase Order any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders.

CANCELLATION FOR DEFAULT. (aA) Buyer may, by written notice of default to SupplierSeller, cancel all this contract in whole or in part of this Purchase Order (i) if Supplier Seller fails to deliver the goods or to perform services within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of reorganization, or arrangement by Supplier Seller for the benefit of its creditors. (bB) Supplier shall Seller will continue to supply goods work not cancelledcanceled. (cC) If Buyer cancels all this contract in whole or part of this Purchase Orderin part, in addition to remedies provided by law, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) any completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information information, and contract rights (collectively, “Manufacturing Materials”"manufacturing materials") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier shall Seller will also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (dD) Buyer shall will pay the contract price specified in the Purchase Order for goods or services accepted. Payment for Manufacturing Materials manufacturing materials accepted by Buyer and for the protection and preservation of property shall will be at Supplier’s direct costsa price determined in accordance with Article 10 hereof, except that Seller will not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders. (E) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties will be as if the contract had been terminated in accordance with Article 10 hereof.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any; (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer Xxxxx and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" Article of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver delivery to Buyer, as directed by Xxxxx, any (i) completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the “Termination for Convenience” article of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract (i) if Supplier Seller fails to deliver the goods Integrated System within the time specified by this Purchase Order Contract or any written extension; and , (ii) if Supplier Seller fails to perform any other provision provide Buyer with an adequate Assurance of this Purchase Order or fails Performance pursuant to make progresssuch Section set forth in the Contract, so as to endanger performance of this Purchase Order, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier shall continue b. Buyer may, by written notice to supply goods not cancelled. (c) If Buyer cancels Seller, cancel all or part of this Purchase OrderContract if Seller fails to perform any other provision of this Contract, and within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative. c. Seller shall continue all work not cancelled. d. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsProducts, and (ii)any ii) any partially completed goods Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) e. Buyer shall pay the Contract price specified in the Purchase Order for goods completed Products accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Section of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. f. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" Section of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re- procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for completed goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (a) i. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier ii. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. iii. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any; (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) iv. Buyer shall pay the price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” provision of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. v. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if this Contract had been terminated according to the “Termination for Convenience” provision of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any (i) completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (aA) Buyer may, by written notice of default to SupplierSeller, cancel all this contract in whole or in part of this Purchase Order (i) if Supplier Seller fails to deliver the goods or to perform services within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of SupplierSeller’s suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of reorganization, or arrangement by Supplier Seller for the benefit of its creditors. (bB) Supplier shall Seller will continue to supply goods work not cancelledcanceled. (cC) If Buyer cancels all this contract in whole or part of this Purchase Orderin part, in addition to remedies provided by law, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) any completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information information, and contract rights (collectively, “Manufacturing Materials”"manufacturing materials") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier shall Seller will also protect and preserve goods property in its possession in which Buyer or its customer the Government has an interest. (dD) Buyer shall will pay the contract price specified in the Purchase Order for goods or services accepted. Payment for Manufacturing Materials manufacturing materials accepted by Buyer and for the protection and preservation of property shall will be at Supplier’s direct costsa price determined in accordance with Article 10 hereof, except that Seller will not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer the Government against loss because of outstanding liens or claims of former lien holders. (E) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties will be as if the contract had been terminated in accordance with Article 10 hereof.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract if (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase Ordercontract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to the "Termination for Convenience" article of this contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract if (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of SupplierSeller’s suspension of business, insolvency, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase Ordercontract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title (to the extent Buyer does not already have title) and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools; dies, diesjigs, fixtures, plans, drawings, information and information, contract rights and other materials (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest., (d) d. Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” article of this contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holdersholders of Seller or its subcontractors. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to the “Termination for Convenience” article of this contract. f. All intellectual property, including, but not limited to, drawings, software, and models, required to finish the project shall be delivered to Buyer.

CANCELLATION FOR DEFAULT. (a) Buyer may, by written notice to Supplier, cancel all or part of this the Purchase Order Order (i) if Supplier fails to deliver the goods within the time specified by this the Purchase Order or any written extension; and and (ii) if Supplier fails to perform any other provision of this the Purchase Order or fails to make progress, so as to endanger performance of this the Purchase Order, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of arrangement by Supplier for the benefit of its creditors. (b) Supplier shall continue to supply goods not cancelled. (c) If Buyer cancels all or part of this the Purchase Order, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by XxxxxBuyer, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of this the Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay the price specified in the Purchase Order for goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under this the Purchase Order any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders.

CANCELLATION FOR DEFAULT. (a) Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier Seller shall continue to supply goods work not cancelledcanceled. (c) If Buyer cancels all or part of this Purchase Order, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) Buyer shall pay the Contract price specified in the Purchase Order for goods Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract if (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase Ordercontract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment In addition, payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to the "Termination for Convenience" article of this contract.

CANCELLATION FOR DEFAULT. (a) Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of SupplierSeller’s suspension of business, insolvency, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier Seller shall continue to supply goods work not cancelledcanceled. (c) If Buyer cancels all or part of this Purchase Ordercontract, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with Article 14, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer Customer against loss because of outstanding liens or claims of former lien holders. (e) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to Article 14.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any; (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) d. Buyer shall pay the price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if this Contract had been terminated according to the "Termination for Convenience" Article of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any; (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) d. Buyer shall pay the price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if this Contract had been terminated according to the "Termination for Convenience" Article of this Contract.

CANCELLATION FOR DEFAULT. (a) i. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of SupplierSeller’s bankruptcy, suspension of business, insolvency, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier ii. Seller shall continue to supply goods all Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. iii. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any any; (i) completed goodsmaterials, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) iv. Buyer shall pay the price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” provision of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holders. v. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if this Contract had been terminated according to the “Termination for Convenience” provision of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re- procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (aA) Buyer may, by written notice of default to SupplierSeller, cancel all this contract in whole or in part of this Purchase Order (i) if Supplier Seller fails to deliver the goods or to perform services within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of reorganization, or arrangement by Supplier Seller for the benefit of its creditors. (bB) Supplier shall Seller will continue to supply goods work not cancelledcanceled. (cC) If Buyer cancels all this contract in whole or part of this Purchase Orderin part, in addition to remedies provided by law, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) any completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information information, and contract rights (collectively, “Manufacturing Materials”"manufacturing materials") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier shall Seller will also protect and preserve goods property in its possession in which Buyer or its customer the Government has an interest. (dD) Buyer shall will pay the contract price specified in the Purchase Order for goods or services accepted. Payment for Manufacturing Materials manufacturing materials accepted by Buyer and for the protection and preservation of property shall will be at Supplier’s direct costsa price determined in accordance with Article 10 hereof, except that Seller will not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer the Government against loss because of outstanding liens or claims of former lien holders. (E) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties will be as if the contract had been terminated in accordance with Article 10 hereof.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, materials and (ii)any ii) any partially completed goods and materials, parts, tools, diesdies jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods materials accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the “Termination for Convenience” article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or BuyerXxxxx’s customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the “Termination for Convenience” article of this Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Services within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods Services not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest.and (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.

CANCELLATION FOR DEFAULT. (aA) Buyer may, by written notice of default to SupplierSeller, cancel all this contract in whole or in part of this Purchase Order (i) if Supplier Seller fails to deliver the goods or to perform services within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 ten days after receipt of notice from Buyer specifying the failure; or (iii) in the event of SupplierSeller’s suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a receiver for SupplierSeller’s property or business, or any assignment, reorganization of reorganization, or arrangement by Supplier Seller for the benefit of its creditors. (bB) Supplier shall Seller will continue to supply goods work not cancelledcanceled. (cC) If Buyer cancels all this contract in whole or part of this Purchase Orderin part, in addition to remedies provided by law, Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) any completed goods, and (ii)any ii) any partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information information, and contract rights (collectively, “Manufacturing Materials”"manufacturing materials") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier shall Seller will also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (dD) Buyer shall will pay the contract price specified in the Purchase Order for goods or services accepted. Payment for Manufacturing Materials manufacturing materials accepted by Buyer and for the protection and preservation of property shall will be at Supplier’s direct costsa price determined in accordance with Article 10 hereof, except that Seller will not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holders. (E) If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties will be as if the contract had been terminated in accordance with Article 10 hereof.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors; or (iv) if Buyer in good faith determines that Seller’s ability to perform any Work or to provide Goods in accordance with this Contract is impaired. (b) Supplier b. Seller shall continue to supply goods Work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer customer(s) has an interest. (d) d. Buyer shall pay the price specified in the Purchase Order Contract Price for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to lost or anticipated profits or unabsorbed indirect costs or overhead. Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer Xxxxx's customer(s) against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation under this Article, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" Article of this Contract.

CANCELLATION FOR DEFAULT. Seller shall be in default hereunder if: (a) Buyer maySeller refuses, by written notice neglects or fails in any respect to Supplier, cancel all or part of this Purchase Order (i) if Supplier fails to deliver prosecute the goods within the time specified by this Purchase Order Agreement hereunder or any written extensionportion thereof with promptness, diligence or in accordance with any of the provisions set forth herein; and (iib) if Supplier Seller refuses, neglects, or fails to perform any other provision obligations under this Agreement or provide adequate assurance of this Purchase Order or fails to make progress, so as to endanger performance of this Purchase Order, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failureperformance; or (iiic) in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of arrangement by Supplier Seller makes an assignment for the benefit of its creditors. creditors or bankruptcy or insolvency proceedings are instituted by or against Seller; or (d) at any time in Company's sole judgment, Seller's financial or other condition or progress on the Agreement shall be such as to endanger timely performance. If Seller fails to remedy such default within five (5) days after receipt by it of such written notice, in addition to all other remedies hereunder, under applicable law or in equity, Company may exercise any one or more of the following remedies: (a) cancel all or any portion of the Agreement without liability, except the obligation to pay the purchase price for conforming Materials received by Company prior to cancellation, accepted in accordance with the Agreement and not previously paid for, (b) Supplier shall continue require Seller to supply goods not cancelled. repair or replace any or all Materials, at Company's option and at Seller's sole expense at the location designated by Company, (c) If Buyer cancels require Seller to pay all or part transportation and other charges arising from delivery, storage and return of this Purchase OrderMaterials, Buyer may require Supplier to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goods, (ii)any partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the cancelled portion of this Purchase Order. Upon direction from Buyer, Supplier shall also protect and preserve goods in its possession in which Buyer or its customer has an interest. (d) Buyer shall pay purchase replacement Materials from a third party and charge the price specified same to Seller, (e) recover from Seller any and all increased costs and other damages relating to such default and (f) recover attorneys' fees and costs of suit, plus interest. No delay by Company in the Purchase Order for goods acceptedenforcement of any provision of the Agreement shall constitute a waiver thereof, and no waiver thereof shall constitute a waiver of any other provision. Payment for Manufacturing Upon cancellation, Seller shall deliver all Materials accepted by Buyer in progress under the Agreement and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from provide Company with all intellectual rights in any amount due under this Purchase Order any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer against loss because of outstanding liens or claims of former lien holdersMaterials.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order contract if (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order contract or fails to make progress, so as to endanger performance of this Purchase Ordercontract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Supplier’s Seller's suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase Ordercontract, Seller shall be liable for Buyer's excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase Ordercontract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer Customer has an interest. (d) d. Buyer shall pay the contract price specified in the Purchase Order for goods Goods accepted. Payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with the "Termination for Convenience" article of this contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Purchase Order contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s Xxxxx's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the parties shall be as if the contract had been terminated according to the "Termination for Convenience" article of this contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Supplier’s Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s Seller's property or business, or any assignment, reorganization of or arrangement by Supplier Seller for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods all work not cancelledcanceled. (c) If Buyer cancels all or part of this Purchase Order, c. Buyer may require Supplier Seller to transfer title and deliver to Buyer, as directed by Xxxxx, any (i) completed goodsGoods, and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods completed Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costs. Buyer may withhold from any amount due under a price determined in accordance with the "Termination for Convenience" Article of this Purchase Order any sum Buyer determines Contract, except that Seller shall not e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to be necessary to protect Buyer or Buyer’s customer against loss because the "Termination for Convenience" Article of outstanding liens or claims of former lien holdersthis Contract.

CANCELLATION FOR DEFAULT. (a) a. Buyer may, by written notice to SupplierSeller, cancel all or part of this Purchase Order Contract if: (i) if Supplier Seller fails to deliver the goods Goods within the time specified by this Purchase Order Contract or any written extension; and (ii) if Supplier Seller fails to perform any other provision of this Purchase Order Contract or fails to make progress, so as to endanger performance of this Purchase OrderContract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such 10 days and such plan is acceptable to Buyer’s Authorized Procurement Representative; and/or (iii) immediately in the event: (a) of Seller's suspension of business; (b) an application is made to any competent Court for a winding up of Seller; (c) Seller is insolvent; (d) Seller is bankrupt; (e) Seller commences negotiation with all or any class of creditors with a view to rescheduling or compromising a debt; (f) a creditor of Seller enforces security; (g) a receiver for Seller's property or business is appointed; or (iiih) Seller engages in the event of Supplier’s suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization of or arrangement by Supplier for the benefit of its creditors. (b) Supplier b. Seller shall continue to supply goods work not cancelled. (c) canceled. If Buyer cancels all or part of this Purchase OrderContract, Seller shall be liable for Buyer’s excess re-procurement costs. c. Buyer may require Supplier Seller to transfer title title, including any Intellectual Property and deliver to Buyer, as directed by Xxxxx, any any: (i) completed goods, Goods; and (ii)any ii) any partially completed goods Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, “"Manufacturing Materials”") that Supplier Seller has specifically produced or acquired for the cancelled canceled portion of this Purchase OrderContract. Upon direction from Buyer, Supplier Seller shall also protect and preserve goods property in its possession in which Buyer or its customer has customers have an interest. (d) d. Buyer shall pay the Contract price specified in the Purchase Order for goods completed Goods accepted. Payment In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at Supplier’s direct costsa price determined in accordance with article 6 "Termination for Convenience". Buyer may withhold from any amount due under this Purchase Order Contract any sum Buyer determines to be necessary to protect Buyer or Buyer’s customer 's customers against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to article 6 "Termination for Convenience". f. Notwithstanding any other provision in this Contract, if Seller breaches articles 23.d. “Assignment, Delegation, Subcontracting and Change Of Control”; 18 .a. “Business Conduct”; or, otherwise acts in contravention of anti-corruption legislation, Buyer shall have the right to terminate this Contract without notice and with immediate effect. Buyer shall be in no way liable to Seller in respect of such termination for payment of damages, tortious claims (including negligence) or any other form of compensation.