Contractor’s Reimbursement for Terminated Work Sample Clauses

Contractor’s Reimbursement for Terminated Work. In the event of termination pursuant to this Article 23.1, Contractor shall refund all amounts paid by Purchaser under this Contract, except Contractor shall not be required to refund [Use or disclosure of the data contained on this page is subject to the restrictions set forth in this Contract.] any amounts, and Purchaser shall remain liable for payment of all amounts with respect to Deliverable Items for which Acceptance has occurred pursuant to the terms of Article 10 or Article 11 (unless the utility to Purchaser of such Deliverable Item has been materially adversely impacted by the terminated Work), or with respect to Raw Materials, Work-in-Process and Finished Goods (including Deliverable Items for which Acceptance has not occurred) which Purchaser has requested to retain, as follows: (i) at the price set forth in this Contract for such items for which an itemized price is set forth herein and (ii) at the actual cost incurred by Contractor, plus a markup of ten percent (10%) of such cost, for (a) such items for which no itemized price is set forth herein and (b) partially completed items and Work-in-process. Subject to Purchaser making payment to Contractor of any unpaid balance of amounts due in accordance with the immediately preceding sentence, Contractor shall transfer to Purchaser in the manner and to the extent directed by Purchaser title and risk of loss to such Deliverable Items, Raw Materials, Work-in-Process and Finished Goods. In addition, in the event that this Contract is terminated pursuant to Article 23.1.1 A(v), and Purchaser elects to retain the Deliverable Items, Raw Materials, Work-in-Process and Finished Goods as provided above, in addition to the foregoing, Contractor shall: (i) grant to Purchaser a right and license to Contractor Intellectual Property necessary to have a third party complete the manufacture of any undelivered Deliverable Item; and (ii) assign to Purchaser rights and obligations in any affected subcontract issued hereunder, subject to any condition on assignment in any such subcontract. In lieu of taking immediate possession of Deliverable Items, Raw Materials, Work-in-Process and Finished Goods retained by Purchaser as provided above, upon direction of Purchaser, Contractor shall protect and preserve Deliverable Items, Raw Materials, Work-in-Process and Finished Goods at Purchaser’s expense and shall facilitate access to and possession by Purchaser to such Deliverable Items, Raw Materials, Work-in-Process and Fi...
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Contractor’s Reimbursement for Terminated Work. In the event Purchaser terminates this Contract pursuant to this Article 21.1, Purchaser shall have the option to obtain title to the Deliverable Items (for which title would otherwise transfer pursuant to the terms hereof if this Contract were completed) provided for under this Contract or associated work-in-process subject to payment: (i) at the price set forth in this Contract for items for which an itemized price is set forth herein and (ii) at the actual cost incurred by Contractor, [***] of such cost, for (a) such items for which no itemized price is set forth herein and (b) partially completed items or services and work-in-process. This sum shall be offset by amounts paid by Purchaser and received by Contractor for Deliverable Items and work-in-process retained by Purchaser. Purchaser shall pay amounts due hereunder no later than [***] days after issuance of its written notice pursuant to Article 21.1.2. Following settlement and payment of amounts due hereunder, Contractor, subject to applicable Export Control Laws, shall promptly, at Contractor’s or subcontractor’s facility, transfer title and risk of loss to Purchaser for the applicable Deliverable Items and work-in-process.
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Contractor’s Reimbursement for Terminated Work. Purchaser shall not be deemed to retain any Work-in-process other than Work-in-process designated by Purchaser in writing to be retained (and, for example, Contractor shall be required to refund Purchaser with respect to training even if such training had already been completed). In the event of termination pursuant to Article 23.1.1A, Purchaser may in its discretion elect to retain portions of the Work-in-process (“WIP”) [*] Purchaser shall deliver notice of its intent to retain any WIP within ten (10) days after the giving of any Notice of Termination for Default. Subject to Article 32.6, the amounts not to be refunded with respect to any retained Deliverable Items shall be: (i) at the price [*] Notwithstanding the above, this Article 23.1.3 shall be subject to Article 32.6.
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Related to Contractor’s Reimbursement for Terminated Work

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • Performance Termination Commencing with the expiration of Fiscal Year 2014, in the event that Adjusted NOI does not equal or exceed the Performance Threshold, then the Tenant shall have the option to terminate this Agreement by providing a ninety (90) day written notice to the Management Company. To terminate this Agreement, Tenant must deliver written notice of such election to Management Company no later than sixty (60) days following Tenant’s receipt of the annual financial reports for such Fiscal Year.

  • License Termination The licenses granted by Xencor to MorphoSys under Article 4 shall terminate.

  • Notice Requirement for Termination No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:

  • CONTRACT TERMINATION This Contract will terminate:

  • Basis for Termination This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:

  • Grounds for Termination This Agreement may be terminated at any time prior to the Closing:

  • Indemnification for Expenses of a Party Who is Wholly or Partly Successful Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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