Resourcing Cooperation. In the event a Customer chooses to resource production of its Component Parts in accordance with such Customer’s Purchase Orders or as part of a resourcing otherwise permitted, Supplier shall use commercially reasonable efforts to ensure continuity of supply for such Customer, including providing such Customer with any Tooling owned by such Customer after a request is made.
Resourcing Cooperation. Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by EMCORE in writing, Hytera will promptly take the following actions and such other actions as may be reasonably required by EMCORE to reasonably assist EMCORE to transition production of Products from Hytera to an alternative seller determined by EMCORE to continue the production:
(a) manufacture, deliver and sell to EMCORE a sufficient inventory bank of Products to ensure that the transition will proceed smoothly and without interruption or delay to EMCORE's or EMCORE's customers' production of products incorporating the Products, with pricing equivalent to the pricing in effect immediately before expiration or termination;
(b) for any non-standard (i.e., not "off-the-shelf") Products, promptly:
(i) provide to EMCORE all requested information and documentation regarding and access to Hytera's manufacturing process, including on-site inspections, xxxx-of-material data, tooling and process detail and samples of supplies and components; and
(ii) assign to EMCORE or an alternative seller any or all supply contracts or orders for raw materials or components relating to this Agreement and any outstanding Purchase Orders;
(c) sell to EMCORE, at Hytera's actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; and
(d) sell to EMCORE any or all finished Products; and
(e) for any non-standard (i.e., not "off-the-shelf) Products, sell to EMCORE any or all of Hytera's Property used by Hytera to manufacture Products in accordance with the second sentence of Section 14.5.
Resourcing Cooperation. Upon Notice from Buyer and expiration or termination of this Agreement, Seller shall take the following actions and such other actions as Buyer may reasonably require to transition production of Products from Seller to an alternative seller without production disruptions: (a) manufacture, deliver and sell to Buyer a sufficient inventory of Products to ensure that the transition will proceed without interruption or delay to Buyer’s or Buyer’s customers’ production of products incorporating the Products with pricing equivalent to the Pricing in effect immediately before expiration or termination, (b) for any custom Products, promptly (i) provide Buyer all requested information and documentation regarding and access to Seller’s manufacturing process, including onsite inspections, xxxx of material data, tooling and process detail and samples of supplies and components, and (ii) assign to Buyer or an alternative seller any or all supply contracts or orders for raw materials or components relating to this Agreement and any outstanding Purchase Orders, (c) sell to Buyer, at Seller’s actual cost, any or all work in process and raw materials inventory relating to this Agreement and any outstanding Purchase Orders, and (d) sell to Buyer any or all finished Products.
Resourcing Cooperation. Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by Bxxxx in writing, Seller will take the following actions and such other actions as may be reasonably required by Buyer to transition production of Covered Products from Seller to an alternative seller without production disruptions:
(a) manufacture, deliver and sell to Buyer a sufficient inventory bank of Covered Products to ensure that the transition will proceed smoothly and without interruption or delay to Buyer’s or Buyer’s customers’ production of products incorporating the Covered Products, with pricing equivalent to the pricing in effect immediately before expiration or termination;
(b) sell to Buyer, at Seller’s actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; and
(c) sell to Buyer any or all finished Covered Products.
Resourcing Cooperation. Upon the expiration or earlier termination of this Agreement for any reason, Pure will purchase from ICC any or all work-in-process and any unique raw materials inventory relating to this Agreement, the production of the Goods, and the Goods produced to the Forecast, including all unique packaging materials and labels. In addition, upon the expiration or earlier termination of this Agreement for any reason except non-payment by Pure, to the extent requested by Pure in writing, ICC shall take the following actions and such other actions as may be reasonably requested by Pure in an accepted Purchase Order to transition production of Goods from ICC to an alternative seller without production disruptions:
(a) manufacture, deliver and sell to Pure a sufficient quantity of Goods (including any or all finished Goods) to ensure that the transition will proceed smoothly and without interruption or delay to Pure’s or Pure’s customers’ production of products incorporating the Goods, with pricing equivalent to the pricing in effect immediately before expiration or termination;
(b) ICC shall share the supplier contact information for any raw materials, components and other items included as part of the Goods;
(c) sell to Pure, at ICC’s actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; and
(d) Pure shall have first rights of refusal to purchase any or all of ICC’s Property used by ICC to manufacture the Goods.
Resourcing Cooperation. Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by Akida in writing, KES will take such actions as may be reasonably required by Akida, at Akida’s sole cost and expense, to transition production of Products from KES to an alternative manufacturer/supplier without production disruptions, including without limitation, manufacturing, delivering and selling to Akida a sufficient inventory bank of Products to ensure that the transition will proceed smoothly and without interruption or delay, with pricing equivalent to the pricing in effect immediately before expiration or termination.
Resourcing Cooperation. If an Event of Default occurs, and a Customer elects to terminate the Term and resource some or all of its business from Supplier in accordance with and as may be permitted by the terms of this Agreement and the Purchase Contracts (as the same may be modified by this Agreement), Supplier will fully cooperate in such Customer’s immediate resourcing of production of any one or more Component Parts to alternative suppliers, including without limitation by providing such Customer and its agents, representatives, designees, consultants, officers, employees and successor suppliers with: (a) immediate access to Supplier’s facilities to inspect current production processes (but only those portions relating to such Customer’s production) and allowing such Customer, at its sole expense, to utilize Supplier’s employees, machinery, and equipment as is necessary to complete the resourcing; (b) access to Supplier’s facilities to inspect, prepare to transport, and remove such Customer’s Tooling, including access to Supplier’s books and records relating to the Tooling; (c) assistance (at Supplier’s cost) in preparing, loading, and removing the Customer’s Tooling from Supplier’s facilities; and (d) access to Supplier’s employees, operations, books and records (including, but not limited to, tool prints, tool and engineering drawings, processing sheets, PPAP packages, bills of materials (including vendor contact information), and tool line-ups, CAD data/ drawings, vehicle-integration algorithms, lists of returnable containers, and all other general validation and test data), and any other documents in Supplier’s possession or under its control that may be necessary or helpful for the Customer to resource production of any Component Parts.
Resourcing Cooperation. Upon the expiration or termination of this Agreement, or in the event of a Supply Failure, to the extent requested by Company in writing, Supplier shall:
a. deliver all Company purchased tooling, molds or print files relating to the Products and any other Company property to Company or its designees as soon as possible, but in no event more than 30 days, following termination or expiration of this Agreement so as to avoid any interruption in the continuous supply of Products; and
b. manufacture, deliver, and sell Products to Company for a period of up to eighteen (18) months, quantities of Products not to exceed the average number of units purchased per month during the preceding twelve (12) month period, to ensure that the transition will proceed smoothly and without interruption or delay to Company or Company’s production of products incorporating the Products, with pricing equivalent to the pricing in effect immediately before expiration or termination.
Resourcing Cooperation. Supplier will assist and cooperate with GM in connection with any Resourcing, including, without limitation, by providing GM and its agents, representatives, designees, consultants, officers, employees, and successor suppliers with:
(i) access to Supplier’s manufacturing operations to inspect current production processes;
(ii) access to Supplier’s facilities to inspect, prepare to transport, and remove GM Tooling (defined below), including access to Supplier’s books and records relating to GM Tooling;
(iii) assistance (at Supplier’s cost) in preparing, loading, and removing GM Tooling (defined below) from Supplier’s facilities, including allowing GM to utilize Supplier’s employees, machinery, and equipment as reasonably necessary to remove GM Tooling; and
(iv) technical assistance in respect of the Supplier’s processes relating to the development, design and manufacturing of the product.
Resourcing Cooperation. Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by Buyer in writing, Seller will use commercially reasonable efforts to take the following actions and such other actions as may be reasonably required by Buyer to transition production of the Licensed Products from Seller to Buyer (if applicable) without production disruptions:
(a) manufacture, deliver and sell to Buyer an inventory bank of Licensed Products without interruption or delay to Buyer’s production of Licensed Products and Combination Products, with pricing equivalent to the pricing in effect immediately before expiration or termination;
