Common use of CONSEQUENCE OF TERMINATION; INVOICE; AUDIT Clause in Contracts

CONSEQUENCE OF TERMINATION; INVOICE; AUDIT. (a) Upon receipt of a notice of termination, as provided in this Article 26, Contractor shall take the following actions: (1) stop Work under this Agreement on the date and to the extent specified in the notice of termination, except those services that are specifically intended to be provided in connection with a termination of this Agreement; (2) withhold delivery of any of the items to be supplied hereunder until Contractor has received full payment under this Article 26; (3) place no further orders or subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (4) terminate orders and subcontracts to the extent they relate to the performance of the Work terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts for materials, services, or facilities; and (6) take such action as may be reasonably necessary, or as Customer may direct, for the protection and preservation of the property related to this Agreement that is in the possession of Contractor or any subcontractor and in which Customer has or may acquire an interest. (b) Upon termination of this Agreement in accordance with this Article 26, with regard to any amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer within 60 days after the termination date, which invoice shall specify the amount due to Contractor from Customer pursuant to this Article 26. By notice in writing received by Contractor no later than 15 days after receipt of Contractor’s invoice pursuant to this Article 26, Customer may dispute the amount specified in said invoice. In the event Customer does not so notify Contractor that it disputes the amount in Contractor’s invoice within 15 days after receipt thereof, Customer shall be deemed to have accepted such invoice. (c) Contractor shall be entitled to payment by Customer of undisputed amounts in such invoice within 15 days after Customer’s receipt of the invoice, and with respect to disputed interest amounts, 10 days after the resolution of such dispute. Payment of such amount by any Financing Entity on behalf of Customer shall relieve Customer from its obligation to make such payment. In the event Customer terminates this Agreement as provided in this Article 26, Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts. (d) Upon completion of all payments in accordance with this Article 26, Customer may require Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to and possession of any items (of which title would have passed) and assign licenses and subcontracts (to the extent they would have been assigned per the Agreement) comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories and associated warranties), and Contractor shall, upon direction of Customer, protect and preserve property at Customer’s expense in the possession of Contractor or its Subcontractors in which Customer has an interest and shall facilitate access to and possession by Customer of items comprising all or part of the Work terminated. Alternatively, Customer may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Customer less a deduction for costs of disposition reasonably incurred by Contractor for such efforts. To the extent Contractor’s compliance with this paragraph (g) requires governmental approvals and Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals, Contractor shall be excused from performing its obligations under this paragraph (d). (e) Payment of the amount payable by Customer to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Customer’s liabilities to Contractor for termination pursuant to this Article 26.1. (f) The amounts payable by Contractor under paragraph (b) above shall be verified at Contractor’s request and expense by an internationally recognized firm of accountants appointed by Contractor for that purpose subject to approval of Customer.

CONSEQUENCE OF TERMINATION; INVOICE; AUDIT. (a) Upon receipt of a notice of termination, as provided in this Article 2625, Contractor shall take the following actions: (1) stop Work under this Agreement on the date and to the extent specified in the notice of termination, except those services that are specifically intended to be provided in connection with a termination of this Agreement; (2) withhold delivery of any of the items to be supplied hereunder until Contractor has received full payment under this Article 2625; (3) place no further orders or subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (4) terminate orders and subcontracts to the extent they relate to the performance of the Work terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts for materials, services, or facilities; and (6) take such action as may be reasonably necessary, or as Customer may direct, for the protection and preservation of the property related to this Agreement that is in the possession of Contractor or any subcontractor and in which Customer has or may acquire an interest. (b) Upon termination of this Agreement in accordance with this Article 2625, with regard to any amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer within 60 days [**Redacted**] after the termination date, which and the invoice shall specify the amount due to Contractor from Customer pursuant to this Article 2625. By written notice in writing received by Contractor no later than 15 days [**Redacted**] after receipt of Contractor’s invoice pursuant to this Article 2625, Customer may dispute the amount specified in said invoice. In the event Customer does not so notify Contractor that it disputes the amount in Contractor’s invoice within 15 days [**Redacted**] after receipt thereof, Customer shall be deemed to have accepted such invoice. (c) Contractor shall be entitled to payment by Customer of undisputed amounts in such invoice within 15 days [**Redacted**] after Customer’s receipt of the invoice, and with respect to disputed interest amounts, 10 days [**Redacted**] after the resolution of such dispute. Payment of such amount by any Financing Entity on behalf of Customer shall relieve Customer from its obligation to make such payment. In the event Customer terminates this Agreement as provided in this Article 2625, Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts. (d) Upon completion of all payments in accordance with this Article 2625, Customer may require Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to and possession of any items (of which title would have passed) and assign licenses and subcontracts (to the extent they would have been assigned per the Agreement) comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories and associated warranties), and Contractor shall, upon direction of Customer, protect and preserve property at Customer’s expense in the possession of Contractor or its Subcontractors in which Customer has an interest and shall facilitate access to and possession by Customer of items comprising all or part of the Work terminated. Alternatively, Customer may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Customer less a deduction for costs of disposition reasonably incurred by Contractor for such efforts. To the extent Contractor’s compliance with this paragraph (g) requires governmental approvals and Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals, Contractor shall be excused from performing its obligations under this paragraph (d). (e) Payment of the amount payable by Customer to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Customer’s liabilities to Contractor for termination pursuant to this Article 26.125.1. (f) The amounts payable by Contractor under paragraph (b) above shall be verified at Contractor’s request and expense by an internationally recognized firm of accountants appointed by Contractor for that purpose subject to approval of Customer.

CONSEQUENCE OF TERMINATION; INVOICE; AUDIT. (a) Upon receipt of a notice of termination, as provided in this Article 26, Contractor shall take the following actions: (1) stop Work under this Agreement on the date and to the extent specified in the notice of termination, except those services that are specifically intended to be provided in connection with a termination of this Agreement; (2) withhold delivery of any of the items to be supplied hereunder until Contractor has received full payment under this Article 26; (3) place no further orders or subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (4) terminate orders and subcontracts to the extent they relate to the performance of the Work terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts for materials, services, or facilities; and (6) take such action as may be reasonably necessary, or as Customer may direct, for the protection and preservation of the property related to this Agreement that is in the possession of Contractor or any subcontractor and in which Customer has or may acquire an interest. (b) Upon termination of this Agreement in accordance with this Article 26, with regard to any amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer within 60 days [**Redacted**] after the termination date, which invoice shall specify the amount due to Contractor from Customer pursuant to this Article 26. By notice in writing received by Contractor no later than 15 days [**Redacted**] after receipt of Contractor’s invoice pursuant to this Article 26, Customer may dispute the amount specified in said invoice. In the event Customer does not so notify Contractor that it disputes the amount in Contractor’s invoice within 15 days [**Redacted**] after receipt thereof, Customer shall be deemed to have accepted such invoice. DigitalGlobe Proprietary and Confidential Use or disclosure of data is subject to the restriction on the title page of this document. (c) Contractor shall be entitled to payment by Customer of undisputed amounts in such invoice within 15 days [**Redacted**] after Customer’s receipt of the invoice, and with respect to disputed interest amounts, 10 days [**Redacted**] after the resolution of such dispute. Payment of such amount by any Financing Entity on behalf of Customer shall relieve Customer from its obligation to make such payment. In the event Customer terminates this Agreement as provided in this Article 26, Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts. (d) Upon completion of all payments in accordance with this Article 26, Customer may require Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to and possession of any items (of which title would have passed) and assign licenses and subcontracts (to the extent they would have been assigned per the Agreement) comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories and associated warranties), and Contractor shall, upon direction of Customer, protect and preserve property at Customer’s expense in the possession of Contractor or its Subcontractors in which Customer has an interest and shall facilitate access to and possession by Customer of items comprising all or part of the Work terminated. Alternatively, Customer may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Customer less a deduction for costs of disposition reasonably incurred by Contractor for such efforts. To the extent Contractor’s compliance with this paragraph (gd) requires governmental approvals and Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals, Contractor shall be excused from performing its obligations under this paragraph (d). (e) Payment of the amount payable by Customer to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Customer’s liabilities to Contractor for termination pursuant to this Article 26.126. (f) The amounts payable by Contractor under paragraph (bd) above shall be verified at ContractorCustomer’s request and expense by an internationally recognized firm of accountants appointed by Contractor Customer for that purpose subject to approval of CustomerContractor.

CONSEQUENCE OF TERMINATION; INVOICE; AUDIT. (a) Upon receipt of a notice of termination, as provided in this Article 26, Contractor shall take the following actions: (1) stop Work under this Agreement on the date and to the extent specified in the notice of termination, except those services that are specifically intended to be provided in connection with a termination of this Agreement; (2) withhold delivery of any of the items to be supplied hereunder until Contractor has received full payment under this Article 26; (3) place no further orders or subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (4) terminate orders and subcontracts to the extent they relate to the performance of the Work terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts for materials, services, or facilities; and (6) take such action as may be reasonably necessary, or as Customer may direct, for the protection and preservation of the property related to this Agreement that is in the possession of Contractor or any subcontractor and in which Customer has or may acquire an interest. (b) Upon termination of this Agreement in accordance with this Article 26, with regard to any amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer within 60 days [**Redacted**] after the termination date, which invoice shall specify the amount due to Contractor from Customer pursuant to this Article 26. By notice in writing received by Contractor no later than 15 days [**Redacted**] after receipt of Contractor’s invoice pursuant to this Article 26, Customer may dispute the amount specified in said invoice. In the event Customer does not so notify Contractor that it disputes the amount in Contractor’s invoice within 15 days [**Redacted**] after receipt thereof, Customer shall be deemed to have accepted such invoice. (c) Contractor shall be entitled to payment by Customer of undisputed amounts in such invoice within 15 days [**Redacted**] after Customer’s receipt of the invoice, and with respect to disputed interest amounts, 10 days [**Redacted**] after the resolution of such dispute. Payment of such amount by any Financing Entity on behalf of Customer shall relieve Customer from its obligation to make such payment. In the event Customer terminates this Agreement as provided in this Article 26, Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts.. DigitalGlobe Proprietary and Confidential Use or disclosure of data is subject to the restriction on the title page of this document (d) Upon completion of all payments in accordance with this Article 26, Customer may require Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to and possession of any items (of which title would have passed) and assign licenses and subcontracts (to the extent they would have been assigned per the Agreement) comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories and associated warranties), and Contractor shall, upon direction of Customer, protect and preserve property at Customer’s expense in the possession of Contractor or its Subcontractors in which Customer has an interest and shall facilitate access to and possession by Customer of items comprising all or part of the Work terminated. Alternatively, Customer may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Customer less a deduction for costs of disposition reasonably incurred by Contractor for such efforts. To the extent Contractor’s compliance with this paragraph (gd) requires governmental approvals and Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals, Contractor shall be excused from performing its obligations under this paragraph (d). (e) Payment of the amount payable by Customer to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Customer’s liabilities to Contractor for termination pursuant to this Article 26.126. (f) The amounts payable by Contractor under paragraph (bd) above shall be verified at ContractorCustomer’s request and expense by an internationally recognized firm of accountants appointed by Contractor Customer for that purpose subject to approval of CustomerContractor.