Common use of TERMINATION AND CHANGE Clause in Contracts

TERMINATION AND CHANGE. A. Buyer may terminate this Agreement or any order under this Agreement, in whole or in part, for cause, including in the event that Seller: (i) has not performed or complied in any material respect with any of the terms of this Agreement, (ii) performs Services or delivers Deliverables that are defective or that do not conform to this Agreement or (iii) fails upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services and shall promptly cause all of its suppliers and subcontractors to cease performing the Services. Following any termination pursuant to this Section 5.B., Seller shall be paid a reasonable termination charge consisting solely of a portion of the order price reflecting the percentage of the Services that Seller has performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) days after receipt of a termination notice, Seller shall submit its claim for payment of the termination charge. Buyer reserves the right to verify Seller’s claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such audit. Seller shall not be paid for any Services performed after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any cancellation charges payable by Seller or Seller’s suppliers or subcontractors. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the parties will undertake to negotiate an appropriate adjustment in price and terms to the extent that Seller’s direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this Agreement.

TERMINATION AND CHANGE. A. Buyer may terminate this Agreement or any order under this Agreement, in whole or in part, for cause, including in the event that Seller: (i) has not performed or complied in any material respect with any of the terms of this Agreement, (ii) performs Services or delivers Deliverables provides Goods that are defective or that do not conform to this Agreement or (iii) fails upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate this Agreement in the event of any of the following: (iiv) insolvency of Seller; (iiv) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iiivi) the execution by Seller of an assignment for the benefit of creditors; or (ivvii) the appointment of a receiver over Seller’s assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing all work related to the Services Goods, and shall promptly cause all of its suppliers and subcontractors to cease performing work related to the ServicesGoods. Following any termination pursuant to this Section 5.B., Seller shall be paid a reasonable termination charge consisting solely of a portion of the order price reflecting the percentage of the Services Goods that Seller has performed delivered prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) days after receipt of a termination notice, Seller shall submit its claim for payment of the termination charge. Buyer reserves the right to verify Seller’s claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such audit. Seller shall not be paid for any Services performed Goods delivered after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any cancellation charges payable by Seller or Seller’s suppliers or subcontractors. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and DeliverablesGoods, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the parties will undertake to negotiate an appropriate adjustment in price and terms to the extent that Seller’s direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this Agreement.

TERMINATION AND CHANGE. A. Buyer X. Xxxxx may terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for cause, including cause in the event that of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) has not performed or complied in any material respect with any of the terms of this Agreementlate delivery, (ii) performs Services or delivers Deliverables delivery of goods that are defective or that do not conform to this Agreement Agreement, or (iii) fails failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate forthwith cancel this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s 's assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services all work, and shall promptly forthwith cause all of its suppliers and subcontractors to cease performing the Serviceswork. Following any termination pursuant to this Section 5.B.Upon approval by Xxxxx, Seller shall be paid a reasonable termination charge consisting solely of a portion percentage of the order price reflecting the percentage of the Services that Seller has work performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any other cancellation charges payable by Seller or Seller’s suppliers or subcontractorscharges. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s 's direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementBuyer.

TERMINATION AND CHANGE. A. Buyer Purchaser may terminate this Agreement Purchase Order, or any order term or condition under this Agreement, in whole or in part, Purchase Order for cause, including cause in the event that Sellerof any breach by the Seller of this Purchase Order. The following constitute “for cause” terminations of this Purchase Order: (i) has not performed or complied in any material respect with any of the terms of this Agreement, late deliveries; (ii) performs Services or delivers Deliverables deliveries of goods and services that are defective or that do not conform to this Agreement or Purchase Order; (iii) fails breach by Seller of the terms and conditions of this Purchase Order; (iv) failure upon request to provide Buyer Purchaser with reasonable assurances of future performance. Additionally, Buyer may terminate this Agreement in the event of any of the following: ; (iv) insolvency of Seller; (iivi) the filing of an involuntary or voluntary petition of bankruptcy against Seller or a voluntary petition by Seller; (iiivii) the execution by Seller of an assignment for the benefit of creditors; or (ivviii) the appointment commencement of a receiver over any receivership or like proceedings relating to Seller’s assets; or (ix) if the Seller is a party to a merger, consolidation or other extraordinary corporate transaction in which it is not the surviving entity. Any In the event of termination pursuant of this Purchase Order by Purchaser for cause, Purchaser shall not be liable to this Section 5.A. Seller for any amount, and Seller shall be effective immediately upon written notice liable to SellerPurchaser for all damages, direct or indirect, consequential and incidental, sustained by reason of the default which gave rise to the termination, including, but not limited to, excess costs incurred by Purchaser as a result of obtaining the goods and services from another source. B. Buyer Purchaser reserves the right to terminate this Agreement Purchase Order or any order term or condition under this AgreementPurchase Order, in whole or in part, at any time or from time to time, for its sole convenience, without reason or cause. In the event of such termination, Seller shall immediately shall stop performing the Services all work and shall promptly cause all of its suppliers and subcontractors to cease performing work on the Servicesportion of this Purchase Order so terminated. Following any Upon approval by Purchaser, as Seller’s sole compensation for the Purchaser’s termination pursuant to of this Section 5.B.Purchase Order or portions thereof, Seller shall be paid a reasonable termination charge consisting solely of a portion an amount equal to the purchase price of the order finished goods and services accepted by Purchaser, as set forth in this Purchase Order, and documented costs to Seller of work in process and raw material allocable to the work to be performed pursuant to this Purchase Order, previously authorized by Seller, but in no event shall the amount payable hereunder exceed the purchase price reflecting the percentage of the Services that finished goods and services which would have resulted from the completion of such work in process and raw materials. Seller has performed prior will have no obligation to the notice of terminationPurchaser upon such termination to pay for goods, work in process or raw materials which termination charge shall be approved by Buyerare in Seller’s standard stock or inventory or which are readily marketable. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer Purchaser reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoidedsubcontractors. In no event shall Buyer Purchaser be liable or responsible for any loss of profits profits, overhead, general and administrative charges, product development and engineering costs, interest, finance or hedging costs, unamortized depreciation costs, or any other direct or indirect cancellation charges. Seller shall transfer title and deliver to Purchaser, if so requested by Seller Purchaser, all undelivered goods, work in process, or Seller’s suppliers or subcontractor or raw materials paid for any cancellation charges payable by Seller or Seller’s suppliers or subcontractorsPurchaser as provided above. C. Buyer Purchaser shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destinationdestinations, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementPurchaser.

TERMINATION AND CHANGE. A. Buyer may terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for cause, including cause in the event that of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) has not performed or complied in any material respect with any of the terms of this Agreementlate delivery, (ii) performs Services or delivers Deliverables delivery of goods that are defective or that do not conform to this Agreement Agreement, or (iii) fails failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate forthwith cancel this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s 's assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services all work, and shall promptly 3 forthwith cause all of its suppliers and subcontractors to cease performing the Serviceswork. Following any termination pursuant to this Section 5.B.Upon approval by Xxxxx, Seller shall be paid a reasonable termination charge consisting solely of a portion percentage of the order price reflecting the percentage of the Services that Seller has work performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any other cancellation charges payable by Seller or Seller’s suppliers or subcontractorscharges. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s 's direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementBuyer.

TERMINATION AND CHANGE. A. Buyer X. Xxxxx may terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for cause, including cause in the event that of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) has not performed or complied in any material respect with any of the terms of this Agreementlate delivery, (ii) performs Services or delivers Deliverables delivery of goods that are defective or that do not conform to this Agreement Agreement, or (iii) fails failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate cancel this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over SellerXxxxxx’s assets. Any termination pursuant to In the event this Section 5.A. order is terminated for cause as a result of a default by Seller, the Seller shall be effective immediately upon written notice to Sellerliable for all damages allowed in law or equity, including the cost of re-procuring similar goods. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services all work, and shall promptly immediately cause all of its suppliers and subcontractors to cease performing the Serviceswork. Following any termination pursuant to this Section 5.B.Upon approval by Xxxxx, Seller shall be paid a reasonable termination charge consisting solely of a portion percentage of the order price reflecting the percentage of the Services that Seller has work performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any other cancellation charges payable by Seller or Seller’s suppliers or subcontractorscharges. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementBuyer.

TERMINATION AND CHANGE. A. Buyer may terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for cause, including cause in the event that of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) has not performed or complied in any material respect with any of the terms of this Agreementlate delivery, (ii) performs Services or delivers Deliverables delivery of goods that are defective or that do not conform to this Agreement Agreement, or (iii) fails failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate forthwith cancel this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s 's assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services all work, and shall promptly forthwith cause all of its suppliers and subcontractors to cease performing the Serviceswork. Following any termination pursuant to this Section 5.B.Upon approval by Buyer, Seller shall be paid a reasonable termination charge consisting solely of a portion percentage of the order price reflecting the percentage of the Services that Seller has work performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any other cancellation charges payable by Seller or Seller’s suppliers or subcontractorscharges. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s 's direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementBuyer.

TERMINATION AND CHANGE. A. Buyer X. Xxxxx may terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for cause, including cause in the event that of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order: (i) has not performed or complied in any material respect with any of the terms of this Agreementlate delivery, (ii) performs Services or delivers Deliverables delivery of goods that are defective or that do not conform to this Agreement Agreement, or (iii) fails failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate forthwith cancel this Agreement in the event of any of the following: : (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; ; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s Xxxxxx's assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services all work, and shall promptly forthwith cause all of its suppliers and subcontractors to cease performing the Serviceswork. Following any termination pursuant to this Section 5.B.Upon approval by Xxxxx, Seller shall be paid a reasonable termination charge consisting solely of a portion percentage of the order price reflecting the percentage of the Services that Seller has work performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) 30 days after receipt of a termination notice, Seller shall submit its claim for payment of the termination chargeclaim. Buyer reserves the right to verify Seller’s the claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such auditrecords. Seller shall not be paid for any Services work performed after receipt of the notice of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any other cancellation charges payable by Seller or Seller’s suppliers or subcontractorscharges. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawings, designs or delivery schedules. Following any request by Buyer to make such changes, additions or alterations, the The parties will undertake to negotiate an appropriate adjustment in price and terms to where the extent that Seller’s 's direct costs are materially affected by such changes. Any request by Seller for an adjustment in price or terms must be made prior to the execution within 30 days of any Change Order for such change. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of Buyer (each, a “Change Order”), and no work covered by any requested change shall proceed until Buyer has approved and authorized the Change Order following this Change Order process. Any Change Order executed by both Buyer and Seller shall constitute an amendment to this AgreementBuyer.