Termination Claims; Obligations Following Termination Sample Clauses

Termination Claims; Obligations Following Termination. (a) Upon receipt of notice of termination pursuant to Sections 19.2, or 19.3, Seller, unless otherwise directed in writing by Purchaser, shall (i) terminate immediately all work under the Purchase Order and / or related SOW; and (ii) deliver to Purchaser any remaining property of Purchaser in Seller’s possession, including reports, data, work products, and Confidential Information (alternatively, as requested by Purchaser, Seller will destroy such property), and certify that all such Purchaser’s property has been removed from Seller’s systems, premises and control and either returned or destroyed. All materials in electronic form shall be delivered to Purchaser on such media and in such file format as Purchaser may direct. (b) Upon termination for convenience pursuant to Section 19.2 or termination by Seller pursuant to Section 19.4, Purchaser shall be liable only for the portion of the Services performed by Seller and Deliverables delivered to Purchaser prior to the termination date of the Contract, provided such Services and Deliverables conform to all timing and other Specifications. (c) Except as expressly set forth in this Section 19, Purchaser shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for any other alleged losses or costs, whether denominated as loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, ancillary exit charges (including costs of riggers, warehousing, premium manufacturing costs, loading of trucks or other standard business procedures related to transitioning production to an alternative supplier), capital costs or expenditures, internal labor costs or charges, or general and administrative burden charges resulting from termination of the Contract or otherwise. Notwithstanding anything to the contrary, Purchaser’s obligation to Seller upon termination shall not exceed the obligation Purchaser would have had to Seller in the absence of termination.