Common use of Termination by Xxxxx Clause in Contracts

Termination by Xxxxx. In addition to any other rights of Buyer to cancel or terminate the Order, and subject to Section 23, Buyer may terminate the Order in whole or in part by written notice (each, a “Termination Notice”): 15.2.1 For convenience at any time by not less than three (3) days advance Termination Notice to Seller; 15.2.2 For default, effective upon delivery of a Termination Notice or upon such other date specified in said Termination Notice. Seller shall be in default if (i) Seller breaches any warranty; (ii) Seller repudiates, breaches or threatens to breach any of the Terms of the Order; (iii) Seller fails to deliver, or threatens not to deliver, Products in connection with the Order; (iv) Seller fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper performance of the Order; (v) Seller becomes insolvent or makes an assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against Seller; (vi) Seller sells all or substantially all of its assets to a third party; or merges or consolidates with, or sells all of its stock or membership interests to, another party, or undergoes some other form of reorganization; (vii) Seller undergoes a change of control which, in Buyer’s sole discretion, is detrimental to the interests of Buyer, (viii) Seller needs accommodations from Buyer, financial or otherwise, in order to meet its obligations under the Order; (ix) at any time, in Buyer’s sole judgment, Seller’s financial or other condition or progress on the Order shall be such as to endanger timely performance; or (x) Seller fails to perform or observe or perform its obligations under any other order or agreement with Buyer or any of Buyer’s affiliates. Termination by Buyer shall not relieve Seller of any liability under the Order.

Termination by Xxxxx. In addition to any other rights of Buyer to cancel or terminate the Purchase Order, and subject to Section 23, Buyer may terminate the Purchase Order in whole or in part by written notice (each, a “Termination Notice”): 15.2.1 For ) (i) for convenience at any time by but not less than three (3) days advance Termination Notice to Seller; 15.2.2 For Seller (ii) for default, effective upon delivery of a Termination Notice or upon such other date specified in said Termination Notice. Seller shall be in default if (ia) Seller breaches any warranty; (iib) Seller repudiates, breaches or threatens to breach any of the Terms of the Purchase Order; (iiic) Seller fails to deliver, or threatens not to deliver, Products in connection with the Purchase Order; (ivd) Seller fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper performance of the Purchase Order; (ve) Seller becomes insolvent or makes an assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against Seller; (vif) Seller sells all or substantially all of its assets to a third party; or merges or consolidates with, or sells all of its stock or membership interests to, another party, or undergoes some other form of reorganization; (viig) Seller undergoes a change of control which, in Buyer’s sole discretion, is detrimental to the interests of Buyer, (viiih) Seller needs accommodations from Buyer, financial or otherwise, in order to meet its obligations under the Purchase Order; (ixi) at any time, in BuyerXxxxx’s sole judgment, Seller’s financial or other condition or progress on the Purchase Order shall be such as to endanger timely performance; or (xj) Seller fails to perform or observe or perform its obligations under any other order or agreement with Buyer or any of Buyer’s affiliates. Termination by Buyer shall not relieve Seller of any liability under the Purchase Order.

Termination by Xxxxx. In addition to any other rights of Buyer to cancel or terminate the Order, and subject to Section 23, Buyer may terminate all or any part of the Agreement, including Purchase Orders, by providing Notice to Seller: (a) If Seller fails to deliver any Product in accordance with the terms and conditions of any Purchase Order and such failure is not cured by Seller within Thirty (30) days following receipt of Notice from Buyer; (b) if Seller is in material breach of any representation, warranty, condition, or covenant of Seller under the Agreement, other than a breach specified in Section 18.03(a), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within Thirty (30) days following Seller's receipt of Notice of such breach; (c) immediately, if: i. Seller voluntarily commences proceedings under any bankruptcy, insolvency, debtor's relief or similar; ii. proceedings under any bankruptcy, insolvency, debtor’s relief or similar Law are commenced (other than as provided in paragraph i. directly above) against Seller and such proceeding is not dismissed within Fourteen (14) days; or iii. Seller is liquidated, dissolved or wound-up; (d) in the event of a Force Majeure Event affecting Seller's performance of the Agreement for more than Six (6) consecutive months; or (e) at its option, at any time, and for or without any reason. In the event of termination for convenience pursuant to paragraph (e) above, the respective rights and obligations of the Parties for any terminated Purchase Orders, shall be in accordance with the termination liability schedule specified in such Purchase Order. In such instances, Seller shall deliver to Buyer, on request, all or any portion of Products under such Purchase Order at the Agreed Price in accordance with the original delivery schedule. It is understood that any such termination is without prejudice to any rights of the Parties that may have arisen prior to the date of termination. In the event of termination for default pursuant to any of paragraphs (a) through (c) above, Xxxxx reserves the right to return or destroy the Products that have not been accepted as of the date of termination, in which case Seller must reimburse Buyer for all sums then paid by Xxxxx. In the event Buyer elects to retain the Products in whole or in part by written notice (eachpart, a “Termination Notice”): 15.2.1 For convenience at any time by not less than three (3) days advance Termination Notice to Seller; 15.2.2 For default, effective upon delivery of a Termination Notice or upon such other date specified in said Termination Notice. Seller shall solely be in default if entitled to payment for Products accepted, at cost with no allowance for profit or overhead. Buyer may, at its election, recover any and all damages, costs (i) including legal fees, disbursements and charges), expenses and losses incurred by Seller breaches as a result of any warranty; (ii) Seller repudiates, breaches or threatens to breach event described under this any of the Terms paragraphs (a) through (c) above or any breach of the Order; (iii) Agreement by Seller. Further, Buyer shall have the right to return any portion of delivered Products, and Seller fails to delivershall then refund Buyer for all sums paid therefore, or threatens not to deliver, Products in connection with the Order; (iv) Seller fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper performance of the Order; (v) Seller becomes insolvent or makes an assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against any shipping costs. Any termination under this section will be effective on Seller; (vi) Seller sells all or substantially all of its assets to a third party; or merges or consolidates with, or sells all of its stock or membership interests to, another party, or undergoes some other form of reorganization; (vii) Seller undergoes a change of control which, in Buyer’s sole discretion, is detrimental to the interests 's receipt of Buyer, 's Notice of termination or such later date (viiiif any) Seller needs accommodations from Buyer, financial or otherwise, set forth in order to meet its obligations under the Order; (ix) at any time, in Buyer’s sole judgment, Seller’s financial or other condition or progress on the Order shall be such as to endanger timely performance; or (x) Seller fails to perform or observe or perform its obligations under any other order or agreement with Buyer or any of Buyer’s affiliates. Termination by Buyer shall not relieve Seller of any liability under the Ordertermination Notice.

Termination by Xxxxx. In addition to any other rights of Buyer to cancel or terminate the Order, and subject to Section 23, Buyer may terminate the Order in whole or in part by written notice (each, a “Termination Notice”): 15.2.1 For convenience at any time by not less than three (3) days advance Termination Notice to Seller; 15.2.2 For default, effective upon delivery of a Termination Notice or upon such other date specified in said Termination Notice. Seller shall be in default if (i) Seller breaches any warranty; (ii) Seller repudiates, breaches or threatens to breach any of the Terms of the Order; (iii) Seller fails to deliver, or threatens not to deliver, Products in connection with the Order; (iv) Seller fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper performance of the Order; (v) Seller becomes insolvent or makes an assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against Seller; (viv) Seller sells all or substantially all of its assets to a third party; or merges or consolidates with, or sells all of its stock or membership interests to, another party, or undergoes some other form of reorganization; (viivi) Seller undergoes a change of control which, in Buyer’s sole discretion, is detrimental to the interests of Buyer, (viiivii) Seller needs accommodations from Buyer, financial or otherwise, in order to meet its obligations under the Order; (ixviii) at any time, in Buyer’s sole judgment, Seller’s financial or other condition or progress on the Order shall be such as to endanger timely performance; or (xix) Seller fails to perform or observe or perform its obligations under any other order or agreement with Buyer or any of Buyer’s affiliates. Termination by Buyer shall not relieve Seller of any liability under the Order.