Common use of Termination and Discontinuation Clause in Contracts

Termination and Discontinuation. 28.1 Notwithstanding the provisions of Article 27, either Party may terminate this Agreement effective immediately by notice in writing without liability to the other if the other is in material breach of this Agreement and, if such breach is remediable, such breach has not been remedied within thirty (30) days of written notice. 28.2 Notwithstanding the provisions of Article 27, MARELLI may terminate this Agreement without liability with immediate effect by serving a written notice on Supplier in the event that Supplier: (1) becomes insolvent or bankrupt, is placed into administration, receivership or liquidation, commences proceedings to be wound up, enters into any voluntary arrangement with its creditors, or on the happening of any similar event according to the laws of its domicile; or (2) undergoes any change in its ownership or disposes of all or a substantial part of its business or assets (other than for the purposes of a legitimate re- organization) without MARELLI’s prior written consent, which consent shall not be unreasonably withheld or delayed (provided that MARELLI may withhold such consent if it does not receive adequate evidence of Supplier’s ability to continue to perform its obligations in accordance with the terms of this Agreement). 28.3 In the event of expiration or termination of this Agreement for any reason, unless otherwise directed by MARELLI, the following shall apply: (1) If any Purchase Order is pending at the time of the termination or expiration of this Agreement, MARELLI shall have the right, at its sole discretion, to cancel any such Purchase Order or have it completed by Supplier. If MARELLI elects to cancel such Purchase Order, Supplier shall immediately terminate all work, including all subcontracts relating thereto, under this Agreement. If MARELLI elects to have such Purchase Order completed, this Agreement shall continue to apply to such Purchase Order. Supplier shall take all action necessary to protect property in Supplier’s possession in which MARELLI has an interest. In this case, MARELLI shall reimburse Supplier for reasonable costs (determined at MARELLI’s sole discretion) incurred in connection with such protective action. (2) Supplier shall immediately deliver, at Supplier’s expense, the MARELLI Property, MARELLI Drawings, Acceptance Drawings and Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. Supplier acknowledges and agrees that MARELLI’s remedy at law for any breach of Supplier’s obligation under this Article and Article 17.4 would be inadequate, and MARELLI’s actual damages difficult of accurate proof. Supplier therefore agrees and consents to the entry of temporary and permanent injunctive relief against Supplier for immediate compliance with this Article and Article 17.4 simply upon proof of Supplier’s breach of this obligation in any proceeding which may be brought to enforce this obligation, without the necessity of proof of actual damage. (3) If Supplier possesses completed Products, Products in the process of manufacture, or Tooling (excluding Vendor Tooling) used exclusively to manufacture the Products, MARELLI shall have the option to purchase the same at reasonable prices as shall be agreed between the Parties. (4) Supplier shall immediately return all Confidential Information of MARELLI, or destroy it and certify such destruction within seven (7) days of the termination. 28.4 In addition, in the event of expiration or termination of this Agreement for any reason, the Parties shall meet and discuss in good faith any matters not described above or further details. The principal objective of such meeting will be to discuss how to minimize any disruption to MARELLI's business. 28.5 In case Supplier has planned or envisages to suspend the supply of the Products or to discontinue or close down, also temporarily, the manufacturing of one or more Products, it shall immediately provide written notice of such decision to MARELLI (hereinafter “Product Termination Notification” or “PTN”), specifying the component and/or the version to be discontinued and the expected date of such discontinuation. 28.6 It is being understood, in such suspension or discontinuation of the supply of the Products, that MARELLI shall have the right to require Supplier to continue to supply such Products, at the terms and conditions provided for by the Agreement or by the Purchase Orders for the following period, unless otherwise agreed between Supplier and MARELLI: i) for off-the-shelf Products: twelve (12) months from the date the discontinuation has become effective; ii) for customized Products: eighteen (18) months from the date the discontinuation has become effective. 28.7 All industrial alternative solutions, including management of deliveries according to MARELLI’s manufacturing requirements, aiming to minimize impact on MARELLI’s stock level and to avoid obsolescence risks of MARELLI’s inventory, shall be carried out by Supplier according to “Last Time Buy” instructions provided by MARELLI. 28.8 Notwithstanding the above, MARELLI reserves the right to request postponing the date of the Supplier’s last manufacturing date or to refuse the discontinuation if technically and economically viable solutions are not defined between the Parties. 28.9 Supplier shall be available to keep Products in its stock and to deliver them according to MARELLI demands. Supplier recognizes that if this Agreement is terminated by MARELLI pursuant to Section 28 hereof, in order to facilitate MARELLI’s procurement of the Products from an alternate supplier, in addition to those rights granted by Supplier to MARELLI in Article 15, or elsewhere in this Agreement, or in any other agreement, Supplier shall immediately upon receiving notice of such termination exercise its best efforts to cooperate with MARELLI in MARELLI’s efforts to procure the Products from one or more alternative suppliers. Such best efforts shall include that upon such a termination MARELLI and its Affiliates are provided the following additional rights for the duration of the affected program for the Products and the service life relating to the Products from the date of Termination Supplier hereby grants MARELLI and its Affiliates a non-exclusive, world-wide irrevocable license to all Supplier's Intellectual Property Rights subsisting or embodied in or used in connection with the Acceptance Design Data, as well as those Intellectual Property Rights (including Patents of Supplier) subsisting or embodied in or used in connection with the Parts or their manufacture, with a right to grant sub-licenses to others, to make, have made, use, offer to sell, sell, repair, reconstruct or rebuild, and have repaired, reconstructed or rebuilt: (a) the Parts or; (b) parts used by MARELLI or its Affiliates as a substitute for the Parts, Service Parts, or products similar or identical to the Parts (collectively, the "Substitute Parts"). In the event of a termination as described in this Article, in order to exercise the rights described in this Article and promptly secure an alternative source of supply, notwithstanding any other provision in this Agreement (including Article 22) except for Article 28.5.1, MARELLI may copy, prepare derivative works and disclose to an alternate supplier Acceptance Design Data and technical tnformation and any other drawings, information or data that MARELLI or the alternate supplier deems necessary to procure or produce the Substitute Parts. Supplier agrees to provide all such Acceptance Design Data and Technical Information, drawings, information or data to MARELLI promptly upon MARELLI's request (provided that this Article does not obligate Supplier to create Acceptance Design Data, Technical Information, drawings, information, and data if such do not already exist). In the event of a disclosure under this paragraph, MARELLI shall secure the agreement of such alternate supplier to maintain the confidentiality of such drawings, information, or data to use such drawings, information or date for the sole purpose of supplying Substitute Parts to the extent permitted in and in accordance with the terms of Article 28.5.1, and to return all such drawings, information, and data to MARELLI upon the completion of supplying such Substitute Parts. In the event of a termination as described in this Article, Supplier agrees that with respect to those Intellectual Property Rights described in Article 15, MARELLI and its Affiliates shall be entitled, at minimum, to a perpetual, paid-up, royalty-free, non- exclusive, world-wide irrevocable license, with a right to grant sublicenses to use for any purpose without additional compensation to Supplier. 28.10 Supplier shall provide MARELLI with equivalent alternative source of supply. It is understood and agreed that all the costs to implement and validate such new source, plant or Product shall be entirely sustained by the Supplier, including software redesign and validation. 28.11 When, in MARELLI's good faith opinion, reasonable grounds for insecurity arise with respect to Supplier's ability to perform under this Agreement, MARELLI may demand from Supplier adequate assurance of future performance. Supplier shall deliver to MARELLI within ten (10) days following MARELLI's demand, a bond equal to the value of the performance remaining to be performed by Supplier, which will indemnify MARELLI for any loss directly caused by the failure of Supplier to perform its obligations under any applicable Purchase Order. If assurance of due performance as required herein is not timely provided by Supplier, MARELLI may, at its option, treat any applicable Purchase Order as repudiated by Supplier.

Termination and Discontinuation. 28.1 Notwithstanding the provisions of Article 27, either Party may terminate this Agreement effective immediately by notice in writing without liability to the other if the other is in material breach of this Agreement and, if such breach is remediable, such breach has not been remedied within thirty (30) days of written notice. 28.2 Notwithstanding the provisions of Article 27, MARELLI may terminate this Agreement without liability with immediate effect by serving a written notice on Supplier in the event that Supplier: (1) becomes insolvent or bankrupt, is placed into administration, receivership or liquidation, commences proceedings to be wound up, enters into any voluntary arrangement with its creditors, or on the happening of any similar event according to the laws of its domicile; or (2) undergoes any change in its ownership or disposes of all or a substantial part of its business or assets (other than for the purposes of a legitimate re- organization) without MARELLI’s prior written consent, which consent shall not be unreasonably withheld or delayed (provided that MARELLI may withhold such consent if it does not receive adequate evidence of Supplier’s ability to continue to perform its obligations in accordance with the terms of this Agreement). 28.3 In the event of expiration or termination of this Agreement for any reason, unless otherwise directed by MARELLI, the following shall apply: (1) If any Purchase Order is pending at the time of the termination or expiration of this Agreement, MARELLI shall have the right, at its sole discretion, to cancel any such Purchase Order or have it completed by Supplier. If MARELLI elects to cancel such Purchase Order, Supplier shall immediately terminate all work, including all subcontracts relating thereto, under this Agreement. If MARELLI elects to have such Purchase Order completed, this Agreement shall continue to apply to such Purchase Order. Supplier shall take all action necessary to protect property in Supplier’s possession in which MARELLI has an interest. In this case, MARELLI shall reimburse Supplier for reasonable costs (determined at MARELLI’s sole discretion) incurred in connection with such protective action. (2) Supplier shall immediately deliver, at Supplier’s expense, the MARELLI Property, MARELLI Drawings, Acceptance Drawings and Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. Supplier acknowledges and agrees that MARELLI’s remedy at law for any breach of Supplier’s obligation under this Article and Article 17.4 would be inadequate, and MARELLI’s actual damages difficult of accurate proof. Supplier therefore agrees and consents to the entry of temporary and permanent injunctive relief against Supplier for immediate compliance with this Article and Article 17.4 simply upon proof of Supplier’s breach of this obligation in any proceeding which may be brought to enforce this obligation, without the necessity of proof of actual damage. (3) If Supplier possesses completed Products, Products in the process of manufacture, or Tooling (excluding Vendor Tooling) used exclusively to manufacture the Products, MARELLI shall have the option to purchase the same at reasonable prices as shall be agreed between the Parties. (4) Supplier shall immediately return all Confidential Information of MARELLI, or destroy it and certify such destruction within seven (7) days of the termination. 28.4 In addition, in the event of expiration or termination of this Agreement for any reason, the Parties shall meet and discuss in good faith any matters not described above or further details. The principal objective of such meeting will be to discuss how to minimize any disruption to MARELLI's business. 28.5 In case Supplier has planned or envisages to suspend the supply of the Products or to discontinue or close down, also temporarily, the manufacturing of one or more Products, it shall immediately provide written notice of such decision to MARELLI (hereinafter “Product Termination Notification” or “PTN”), specifying the component and/or the version to be discontinued and the expected date of such discontinuation. 28.6 It is being understood, in such suspension or discontinuation of the supply of the Products, that MARELLI shall have the right to require Supplier to continue to supply such Products, at the terms and conditions provided for by the Agreement or by the Purchase Firm Orders for the following period, unless otherwise agreed between Supplier and MARELLI: i) for off-the-shelf Products: twelve (12) months from the date the discontinuation has become effective; ii) for customized Products: eighteen (18) months from the date the discontinuation has become effective. 28.7 All industrial alternative solutions, including management of deliveries according to MARELLI’s manufacturing requirements, aiming to minimize impact on MARELLI’s stock level and to avoid obsolescence risks of MARELLI’s inventory, shall be carried out by Supplier according to “Last Time Buy” instructions provided by MARELLI. 28.8 Notwithstanding the above, MARELLI reserves the right to request postponing the date of the Supplier’s last manufacturing date or to refuse the discontinuation if technically and economically viable solutions are not defined between the Parties. 28.9 Supplier shall be available to keep Products in its stock and to deliver them according to MARELLI demands. Supplier recognizes that if this Agreement is terminated by MARELLI pursuant to Section 28 hereof, in order to facilitate MARELLI’s procurement of the Products from an alternate supplier, in addition to those rights granted by Supplier to MARELLI in Article 15, or elsewhere in this Agreement, or in any other agreement, Supplier shall immediately upon receiving notice of such termination exercise its best efforts to cooperate with MARELLI in MARELLI’s efforts to procure the Products from one or more alternative suppliers. Such best efforts shall include that upon such a termination MARELLI and its Affiliates are provided the following additional rights for the duration of the affected program for the Products and the service life relating to the Products from the date of Termination Supplier hereby grants MARELLI and its Affiliates a non-exclusive, world-wide irrevocable license to all Supplier's Intellectual Property Rights subsisting or embodied in or used in connection with the Acceptance Design Data, as well as those Intellectual Property Rights (including Patents of Supplier) subsisting or embodied in or used in connection with the Parts or their manufacture, with a right to grant sub-licenses to others, to make, have made, use, offer to sell, sell, repair, reconstruct or rebuild, and have repaired, reconstructed or rebuilt: (a) the Parts or; (b) parts used by MARELLI or its Affiliates as a substitute for the Parts, Service Parts, or products similar or identical to the Parts (collectively, the "Substitute Parts"). In the event of a termination as described in this Article, in order to exercise the rights described in this Article and promptly secure an alternative source of supply, notwithstanding any other provision in this Agreement (including Article 22) except for Article 28.5.1, MARELLI may copy, prepare derivative works and disclose to an alternate supplier Acceptance Design Data and technical tnformation and any other drawings, information or data that MARELLI or the alternate supplier deems necessary to procure or produce the Substitute Parts. Supplier agrees to provide all such Acceptance Design Data and Technical Information, drawings, information or data to MARELLI promptly upon MARELLI's request (provided that this Article does not obligate Supplier to create Acceptance Design Data, Technical Information, drawings, information, and data if such do not already exist). In the event of a disclosure under this paragraph, MARELLI shall secure the agreement of such alternate supplier to maintain the confidentiality of such drawings, information, or data to use such drawings, information or date for the sole purpose of supplying Substitute Parts to the extent permitted in and in accordance with the terms of Article 28.5.1, and to return all such drawings, information, and data to MARELLI upon the completion of supplying such Substitute Parts. In the event of a termination as described in this Article, Supplier agrees that with respect to those Intellectual Property Rights described in Article 15, MARELLI and its Affiliates shall be entitled, at minimum, to a perpetual, paid-up, royalty-free, non- exclusive, world-wide irrevocable license, with a right to grant sublicenses to use for any purpose without additional compensation to Supplier. 28.10 Supplier shall provide MARELLI with equivalent alternative source of supply. It is understood and agreed that all the costs to implement and validate such new source, plant or Product shall be entirely sustained by the Supplier, including software redesign and validation. 28.11 When, in MARELLI's good faith opinion, reasonable grounds for insecurity arise with respect to Supplier's ability to perform under this Agreement, MARELLI may demand from Supplier adequate assurance of future performance. Supplier shall deliver to MARELLI within ten (10) days following MARELLI's demand, a bond equal to the value of the performance remaining to be performed by Supplier, which will indemnify MARELLI for any loss directly caused by the failure of Supplier to perform its obligations under any applicable Purchase Order. If assurance of due performance as required herein is not timely provided by Supplier, MARELLI may, at its option, treat any applicable Purchase Order as repudiated by Supplier.

Termination and Discontinuation. 28.1 Notwithstanding the provisions of Article 27, either Party may terminate this Agreement effective immediately by notice in writing without liability to the other if the other is in material breach of this Agreement and, if such breach is remediable, such breach has not been remedied within thirty (30) days of written notice. 28.2 Notwithstanding the provisions of Article 27, MARELLI may terminate this Agreement without liability with immediate effect by serving a written notice on Supplier in the event that Supplier: (1) becomes insolvent or bankrupt, is placed into administration, receivership or liquidation, commences proceedings to be wound up, enters into any voluntary arrangement with its creditors, or on the happening of any similar event according to the laws of its domicile; or (2) undergoes any change in its ownership or disposes of all or a substantial part of its business or assets (other than for the purposes of a legitimate re- organization) without MARELLI’s prior written consent, which consent shall not be unreasonably withheld or delayed (provided that MARELLI may withhold such consent if it does not receive adequate evidence of Supplier’s ability to continue to perform its obligations in accordance with the terms of this Agreement). 28.3 In the event of expiration or termination of this Agreement for any reason, unless otherwise directed by MARELLI, the following shall apply: (1) If any Purchase Order is pending at the time of the termination or expiration of this Agreement, MARELLI shall have the right, at its sole discretion, to cancel any such Purchase Order or have it completed by Supplier. If MARELLI elects to cancel such Purchase Order, Supplier shall immediately terminate all work, including all subcontracts relating thereto, under this Agreement. If MARELLI elects to have such Purchase Order completed, this Agreement shall continue to apply to such Purchase Order. . (2) Supplier shall take all action necessary to protect property in Supplier’s possession in which MARELLI has an interest. In this case, MARELLI shall reimburse Supplier for reasonable costs (determined at MARELLI’s sole discretion) incurred in connection with such protective action.sole (23) Supplier shall immediately deliver, at Supplier’s expense, the MARELLI Property, MARELLI Drawings, Acceptance Drawings and Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. Supplier acknowledges and agrees that MARELLI’s remedy at law for any breach of Supplier’s obligation under this Article and Article 17.4 would be inadequate, and MARELLI’s actual damages difficult of accurate proof. Supplier therefore agrees and consents to the entry of temporary and permanent injunctive relief against Supplier for immediate compliance with this Article and Article 17.4 simply upon proof of Supplier’s breach of this obligation in any proceeding which may be brought to enforce this obligation, without the necessity of proof of actual damage. (34) If Supplier possesses completed Products, Products in the process of manufacture, or Tooling (excluding Vendor Tooling) used exclusively to manufacture the Products, MARELLI shall have the option to purchase the same at reasonable prices as shall be agreed between the Parties. (45) Supplier shall immediately return all Confidential Information of MARELLI, or destroy it and certify such destruction within seven (7) days of the termination. 28.4 In addition, in the event of expiration or termination of this Agreement for any reason, the Parties shall meet and discuss in good faith any matters not described above or further details. The principal objective of such meeting will be to discuss how to minimize any disruption to MARELLI's business. 28.5 In case Supplier has planned or envisages to suspend the supply of the Products or to discontinue or close down, also temporarily, the manufacturing of one or more Products, it shall immediately provide written notice of such decision to MARELLI (hereinafter “Product Termination Notification” or “PTN”), specifying the component and/or the version to be discontinued and the expected date of such discontinuation. 28.6 It is being understood, in such suspension or discontinuation of the supply of the Products, that MARELLI shall have the right to require Supplier to continue to supply such Products, at the terms and conditions provided for by the Agreement or by the Purchase Firm Orders for the following period, unless otherwise agreed between Supplier and MARELLI: i) for off-the-shelf Products: twelve (12) months from the date the discontinuation has become effective; ii) for customized Products: eighteen (18) months from the date the discontinuation has become effective. 28.7 All industrial alternative solutions, including management of deliveries according to MARELLI’s manufacturing requirements, aiming to minimize impact on MARELLI’s stock level and to avoid obsolescence risks of MARELLI’s inventory, shall be carried out by Supplier according to “Last Time Buy” instructions provided by MARELLI. 28.8 Notwithstanding the above, MARELLI reserves the right to request postponing the date of the Supplier’s last manufacturing date or to refuse the discontinuation if technically and economically viable solutions are not defined between the Parties. 28.9 Supplier shall be available to keep Products in its stock and to deliver them according to MARELLI demands. Supplier recognizes that if this Agreement is terminated by MARELLI pursuant to Section 28 hereof, in order to facilitate MARELLI’s procurement of the Products from an alternate supplier, in addition to those rights granted by Supplier to MARELLI in Article 15, or elsewhere in this Agreement, or in any other agreement, Supplier shall immediately upon receiving notice of such termination exercise its best efforts to cooperate with MARELLI in MARELLI’s efforts to procure the Products from one or more alternative suppliers. Such best efforts shall include that upon such a termination MARELLI and its Affiliates are provided the following additional rights for the duration of the affected program for the Products and the service life relating to the Products from the date of Termination Supplier hereby grants MARELLI and its Affiliates a non-exclusive, world-wide irrevocable license to all Supplier's Intellectual Property Rights subsisting or embodied in or used in connection with the Acceptance Design Data, as well as those Intellectual Property Rights (including Patents of Supplier) subsisting or embodied in or used in connection with the Parts or their manufacture, with a right to grant sub-licenses to others, to make, have made, use, offer to sell, sell, repair, reconstruct or rebuild, and have repaired, reconstructed or rebuilt: (a) the Parts or; (b) parts used by MARELLI or its Affiliates as a substitute for the Parts, Service Parts, or products similar or identical to the Parts (collectively, the "Substitute Parts"). In the event of a termination as described in this Article, in order to exercise the rights described in this Article and promptly secure an alternative source of supply, notwithstanding any other provision in this Agreement (including Article 22) except for Article 28.5.1, MARELLI may copy, prepare derivative works and disclose to an alternate supplier Acceptance Design Data and technical tnformation and any other drawings, information or data that MARELLI or the alternate supplier deems necessary to procure or produce the Substitute Parts. Supplier agrees to provide all such Acceptance Design Data and Technical Information, drawings, information or data to MARELLI promptly upon MARELLI's request (provided that this Article does not obligate Supplier to create Acceptance Design Data, Technical Information, drawings, information, and data if such do not already exist). In the event of a disclosure under this paragraph, MARELLI shall secure the agreement of such alternate supplier to maintain the confidentiality of such drawings, information, or data to use such drawings, information or date for the sole purpose of supplying Substitute Parts to the extent permitted in and in accordance with the terms of Article 28.5.1, and to return all such drawings, information, and data to MARELLI upon the completion of supplying such Substitute Parts. In the event of a termination as described in this Article, Supplier agrees that with respect to those Intellectual Property Rights described in Article 15, MARELLI and its Affiliates shall be entitled, at minimum, to a perpetual, paid-up, royalty-free, non- exclusive, world-wide irrevocable license, with a right to grant sublicenses to use for any purpose without additional compensation to Supplier. 28.10 Supplier shall provide MARELLI with equivalent alternative source of supply. It is understood and agreed that all the costs to implement and validate such new source, plant or Product shall be entirely sustained by the Supplier, including software redesign and validation. 28.11 When, in MARELLI's good faith opinion, reasonable grounds for insecurity arise with respect to Supplier's ability to perform under this Agreement, MARELLI may demand from Supplier adequate assurance of future performance. Supplier shall deliver to MARELLI within ten (10) days following MARELLI's demand, a bond equal to the value of the performance remaining to be performed by Supplier, which will indemnify MARELLI for any loss directly caused by the failure of Supplier to perform its obligations under any applicable Purchase Order. If assurance of due performance as required herein is not timely provided by Supplier, MARELLI may, at its option, treat any applicable Purchase Order as repudiated by Supplier.