Common use of TERMINATION FOR CONVENIENCE UPON NOTICE Clause in Contracts

TERMINATION FOR CONVENIENCE UPON NOTICE. (a) In addition to any other rights of FFT to terminate the Order, FFT may, in its sole discretion, upon thirty (30) days prior written notice to Seller or, if applicable, such shorter period as may be required by the Customer, terminate the Order for convenience or any other reason, in whole or in part (other than the minimum quantities specified in subparagraph 4(b)) at any time, and notwithstanding the existence of any excusable delay or other events or circumstances affecting Seller. FFT’s notice to Seller may be given by facsimile, e-mail or other form of electronic transmission, and shall state the extent and effective date of termination. Seller may not terminate the Order for convenience or any other reason, except as otherwise expressly provided in the Order. (b) Upon receipt of notice of termination from FFT, Seller shall, to the extent directed by FFT or its representatives: (i) stop Goods and Services under the Order and any other orders related to Goods and Services terminated by such notice; and (ii) protect all property in Seller’s possession or control in which FFT has or may acquire an interest, including the FFT’s Property. Seller shall promptly submit to FFT any claims relating to such termination, and in any event within twenty one (21) days (unless FFT agrees otherwise) from the effective date of such termination. Seller hereby grants FFT the right to audit and inspect its books, records and other documents relating to any termination claims. (c) FFT shall, in addition to making payment of the price specified in the Order for the Goods and the Services delivered or performed and accepted by FFT prior to the effective date of termination, pay to Seller the following amounts, without duplication: (i) the price specified in the Order for the Goods and the Services manufactured or provided in accordance with the terms of the Order but not previously paid for; and (ii) the actual costs of Goods and Services-in- process and parts and raw materials incurred by Seller in performing its obligations under the Order, to the extent such costs are reasonable in amount and are properly allocated or apportioned under generally accepted accounting principles to the terminated portion of the Order. FFT shall not be obligated to make any payment for: (x) the Goods, the Services, or Goods and Services-in- process or parts or raw materials inventory that are manufactured, provided or procured by Seller in amounts in excess of those authorized in any Release, that are damaged or destroyed or that are not merchantable or useable; (y) any undelivered Goods that are in Seller’s standard stock or that are readily marketable; or (z) Goods and Services-in-process or parts or raw materials inventory that can be returned to Seller’s suppliers or subSellers for credit. Payments made in connection with a termination of the Order under subparagraph 24(a) shall not exceed the aggregate price for the Goods or Services that would be manufactured or provided by Seller under any Release outstanding at the effective date of termination. Except as provided in this subparagraph 23(c), FFT shall not be liable for and shall not be required to make payments to Seller, directly or indirectly (whether on account of claims by Seller’s subSellers or otherwise), for any loss arising from or attributable to failure to realize anticipated revenue, savings or profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation cost or general and administrative burden charges from a termination of the Order. In the event of a termination of the Order by FFT as a result of FFT ceasing to be a supplier to the Customer for the vehicle program in respect of which FFT issued the Order, FFT shall only be obligated to compensate Seller for any costs under this paragraph if, when and to the extent that the Customer reimburses FFT for such costs. (d) Subject only to subparagraph 16(b), Seller may, with FFT’s prior written consent, retain or sell at an agreed price any of the Goods, the Services, Goods and Services in process or raw materials inventory, the cost of which is allocated or apportioned to the Order under clause 23(c)(ii), and shall credit or pay the amounts so agreed or received as FFT directs, with an appropriate adjustment for any delivery cost savings. Seller shall, if directed by FFT, transfer title to and make delivery of any Goods, Goods and Services in process or raw materials inventory not so retained or sold.

TERMINATION FOR CONVENIENCE UPON NOTICE. (a) 13.1 In addition to any other rights of FFT Buyer to terminate the this Order, FFT Buyer may, in its sole discretion, upon thirty five (305) calendar days prior written notice to Seller or, if applicable, such shorter period as may be required by the Customera customer of Buyer, terminate the this Order for convenience or any other reason, in whole or in part (other than the minimum quantities specified in subparagraph 4(b)) at any time, and notwithstanding the existence of any excusable delay or other events or circumstances affecting Seller. FFTBuyer’s notice to Seller may be given by facsimile, e-mail or other form of electronic transmission, and shall state the extent and effective date of termination. Seller may not terminate the this Order for convenience or any other reason, except as otherwise expressly provided in the this Order. (b) 13.2 Upon receipt of notice of termination from FFT, Seller shall, to the extent directed by FFT or its representatives: (i) stop Goods and Services under the Order and any other orders related to Goods and Services terminated by such notice; and (ii) protect all property in Seller’s possession or control in which FFT has or may acquire an interest, including the FFT’s Property. Seller shall promptly submit to FFT any claims relating to such termination, Buyer may, at its option, purchase from Seller any or all raw materials, work-in-process and finished goods inventory related to the Goods under this Order which are useable and in a merchantable condition. The purchase price for such finished goods, raw materials and work-in-process, and Seller’s sole and exclusive recovery from Buyer (without regard to the legal theory which is the basis for any event within twenty one (21claim by Seller) days (unless FFT agrees otherwise) from the effective date on account of such termination. Seller hereby grants FFT , will be (a) the right to audit and inspect its books, records and other documents relating to any termination claims. (c) FFT shall, contract price for all goods or services that have been completed in addition to making payment accordance with this Order as of the price specified in the Order for the Goods termination date and the Services delivered or performed and accepted by FFT prior to the effective date of termination, pay to Seller the following amounts, without duplication: (i) the price specified in the Order for the Goods Buyer and the Services manufactured or provided in accordance with the terms of the Order but not previously paid for; and , plus (iib) the actual costs of Goods and Serviceswork-in- in-process and parts and raw materials incurred by Seller in performing its obligations furnishing the goods and services under the Order, this Order to the extent such costs are reasonable in amount and are properly allocated allocable or apportioned apportionable under generally accepted accounting principles to the terminated portion of the Order. FFT shall not be obligated to make any payment for: this Order less (xc) the Goodsreasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent. In no event will Buyer be required to pay for finished goods, the Services, or Goods and Serviceswork-in- in-process or parts or raw materials inventory that are manufactured, provided which Seller fabricates or procured by Seller procures in amounts that exceed those Buyer authorizes in excess of those authorized in delivery releases nor will Buyer be required to pay for any Release, that are damaged goods or destroyed or that are not merchantable or useable; (y) any undelivered Goods materials that are in Seller’s standard stock or that are readily marketable; or (z) Goods and Services-in-process or parts or raw materials inventory that can be returned to Seller’s suppliers or subSellers for credit. Payments made in connection with a termination of the Order under subparagraph 24(a) shall this Article will not exceed the aggregate price for the Goods or Services finished goods that would be manufactured or provided produced by the Seller under any Release delivery or release schedules outstanding at the date of termination. Within sixty (60) calendar days after the effective date of termination. Except as provided in this subparagraph 23(c)Seller will submit a comprehensive termination claim to Buyer, FFT with sufficient supporting data to permit an audit by Xxxxx, and will thereafter promptly furnish any supplemental and support information Buyer requests. Buyer shall not be liable for and shall not be required to make payments to Seller, directly or indirectly (whether on account of claims by Seller’s subSellers subcontractors or otherwise), for any loss arising from or attributable to failure to realize anticipated revenue, savings or profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation cost or general and administrative burden charges from a termination of the this Order. In the event of a termination of the this Order by FFT Buyer as a result of FFT Buyer ceasing to be a supplier to the Customer a customer for the a vehicle program in respect of which FFT Buyer issued the this Order, FFT Buyer shall only be obligated to compensate Seller for any costs under this paragraph if, when and to the extent that the Customer customer reimburses FFT Buyer for such costs. (d) Subject only to subparagraph 16(b), Seller may, with FFT’s prior written consent, retain or sell at an agreed price any of the Goods, the Services, Goods and Services in process or raw materials inventory, the cost of which is allocated or apportioned to the Order under clause 23(c)(ii), and shall credit or pay the amounts so agreed or received as FFT directs, with an appropriate adjustment for any delivery cost savings. Seller shall, if directed by FFT, transfer title to and make delivery of any Goods, Goods and Services in process or raw materials inventory not so retained or sold.

TERMINATION FOR CONVENIENCE UPON NOTICE. (a) In addition to any other rights of FFT Buyer to terminate the Orderthis Agreement, FFT Buyer may, in its sole discretion, upon thirty (30) days prior written notice to Seller or, if applicable, such shorter period as may be required by the Customer, terminate the Order this Agreement for convenience or any other reason, in whole or in part (other than the minimum quantities specified in subparagraph 4(b5(b)) at any time, and notwithstanding the existence of any excusable delay or other events or circumstances affecting Seller. FFTBuyer’s notice to Seller may be given by facsimile, e-mail or other form of electronic transmission, and shall state the extent and effective date of termination. Seller may not terminate the Order this Agreement for convenience or any other reason, except as otherwise expressly provided in the Orderthis Agreement. (b) Upon receipt of notice of termination from FFTBuyer, Seller shall, to the extent directed by FFT Xxxxx or its representatives: (i) stop Goods and Services work under the Order this Agreement and any other orders related to Goods and Services work terminated by such notice; and (ii) protect all property in Seller’s possession or control in which FFT Buyer has or may acquire an interest, including the FFTBuyer’s Property. Seller shall promptly submit to FFT Buyer any claims relating to such termination, and in any event within twenty twenty- one (21) days (unless FFT Xxxxx agrees otherwise) from the effective date of such termination. Seller hereby grants FFT Buyer the right to audit and inspect its books, records and other documents relating to any termination claims. (c) FFT Buyer shall, in addition to making payment of the price specified in the Order this Agreement for the Goods and the Services delivered or performed and accepted by FFT Buyer prior to the effective date of termination, pay to Seller the following amounts, without duplication: (i) the price specified in the Order this Agreement for the Goods and the Services manufactured or provided in accordance with the terms of the Order this Agreement but not previously paid for; and (ii) the actual costs of Goods and Serviceswork-in- in-process and parts and raw materials incurred by Seller in performing its obligations under the Orderthis Agreement, to the extent such costs are reasonable in amount and are properly allocated or apportioned under Canadian generally accepted accounting principles (Canadian GAAP) to the terminated portion of the Order. FFT this Agreement. (d) Buyer shall not be obligated to make any payment for: (x) the Goods, the Services, or Goods and Serviceswork-in- process or parts or raw materials inventory that are manufactured, provided or procured by Seller in amounts in excess of those authorized in any Release, that are damaged or destroyed or that are not merchantable or useable; (y) any undelivered Goods that are in Seller’s standard stock or that are readily marketable; or (z) Goods and Serviceswork-in-in- process or parts or raw materials inventory that can be returned to Seller’s suppliers or subSellers subcontractors for credit. Payments made in connection with a termination of the Order this Agreement under subparagraph 24(a) shall not exceed the aggregate price for the Goods or Services that would be manufactured or provided by Seller under any Release outstanding at the effective date of termination. Except as provided in this subparagraph 23(c24(c), FFT Buyer shall not be liable for and shall not be required to make payments to Seller, directly or indirectly (whether on account of claims by Seller’s subSellers subcontractors or otherwise), for any loss arising from or attributable to failure to realize anticipated revenue, savings or profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation cost or general and administrative burden charges from a termination of the Orderthis Agreement. In the event of a termination of the Order this Agreement by FFT Xxxxx as a result of FFT Buyer ceasing to be a supplier to the Customer for the vehicle program in respect of which FFT Buyer issued the Orderthis Agreement, FFT Buyer shall only be obligated to compensate Seller for any costs under this paragraph if, when and to the extent that the Customer reimburses FFT Buyer for such costs. (de) Subject only to subparagraph 16(b17(b), Seller may, with FFTXxxxx’s prior written consent, retain or sell at an agreed price any of the Goods, the Services, Goods and Services work in process or raw materials inventory, the cost of which is allocated or apportioned to the Order this Agreement under clause 23(c)(ii24(c)(ii), and shall credit or pay the amounts so agreed or received as FFT Buyer directs, with an appropriate adjustment for any delivery cost savings. Seller shall, if directed by FFTXxxxx, transfer title to and make delivery of any Goods, Goods and Services work in process or raw materials inventory not so retained or sold. (f) Seller may choose to terminate this Agreement upon giving Buyer a minimum 24 months’ notice and agreeing to cover Buyer’s costs such as, but not limited to, tooling costs, re- validation costs, etc.