Common use of Maintenance and Shutdowns Clause in Contracts

Maintenance and Shutdowns. Supplier and the applicable Service Affiliates shall have the right in their sole discretion to determine that it is necessary or appropriate to temporarily suspend the Contract Manufacturing Services due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems or operations which are required to provide Contract Manufacturing Services (a “Shutdown”). Supplier will use commercially reasonable efforts to provide Recipient with reasonable written notice of such Shutdowns as soon as reasonably practicable. If the obligations of Supplier to provide the Contract Manufacturing Services are suspended in accordance with Section 2.7(b), (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; and (ii) any payment of Prices for suspended Contract Manufacturing Services is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Contract Manufacturing Services.

Maintenance and Shutdowns. Supplier and the applicable Service Affiliates shall have the right in their its sole discretion to determine that it is necessary or appropriate to temporarily suspend the Contract Manufacturing Services a Service or Deliverable due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems Supplier’s equipment, processes, or operations systems, which are required to provide Contract Manufacturing Services a Service or Deliverable (a “Shutdown”). Supplier will use commercially reasonable efforts to provide Recipient Requester with reasonable written notice of such Shutdowns as soon as reasonably practicable. If the obligations of the Supplier to provide the Contract Manufacturing Services any Service or Deliverable are suspended in accordance with this Section 2.7(b)2.4, (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; and (ii) any payment of Prices for suspended Contract Manufacturing Services or Deliverables is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Contract Manufacturing ServicesServices and Deliverables.