Common use of Termination for Default Clause in Contracts

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerBuyer may, without liability, may and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) • fails to deliver the Supplies or perform the services within the time specified or in any written extension granted by Buyerthis Order; (b) • fails to make sufficient progress whichwith the work, thereby endangering completion of performance within the time specified; or • fails to comply or fails to perform in accordance with the provisions of this Order, including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s reasonable judgment, endangers performance of terminating this Order for default. If Buyer terminates this Order in accordance with its terms; whole or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon terminationin part, Buyer may procure at Seller’s expense repurchase similar Supplies and upon terms it deems appropriate, goods or services similar to those so terminated. Services from others and Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess additional costs for such similar goods the terminated Supplies and or servicesServices, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule schedule, and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Ordera partial termination, Seller shall promptly notify Buyer in writingcontinue the work not terminated. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity or under this Orderequity.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails to: (i) deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyerextension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this Contract. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due A. Subject to causes beyond the control paragraphs C and without the fault D below, Xxxxx may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)in part, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order default to Seller if Seller: (a) fails : 1. Fails to deliver the Products or to perform the Services within the time specified in this Order or in any written extension granted by Buyer; (b) fails extension; 2. Fails to make progress which, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with perform any of the terms other provisions of this Order. Such termination shall become effective if Seller Order and does not cure such that failure within a period of ten (10) days after receipt of receiving the notice of default. Upon termination, from Buyer may procure at specifying Seller’s expense failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and upon terms it deems in the manner Buyer considers appropriate, goods Products or services Services similar to those so terminated. , and Seller shall continue performance of this Order to the extent not terminated and shall will be liable to Buyer for any excess costs for such similar goods those Products or servicesServices. As an alternate remedy and in lieu of termination for defaultHowever, BuyerSeller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performancecost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, making and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any costsexcess costs for failure to perform, expenses unless the subcontracted Products or damages arising Services were obtainable from any failure of Seller’s performance. If other sources in sufficient time for Seller for any reason anticipates difficulty in complying with to meet the required delivery date, or in meeting any of the other requirements of schedule. D. If this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery scheduleOrder is terminated for default, Buyer may require delivery Seller to transfer title and deliver to Buyer, as directed by fastest method Xxxxx, any (1) completed Products, and charges resulting from (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the premium transportation must terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. X. Xxxxx shall pay the Order price for completed Products delivered or Services performed and Accepted. Seller and Xxxxx shall agree on the amount of payment for manufacturing materials delivered and Accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be fully prepaid by Seller. Xxxxx’s necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due A. Subject to causes beyond the control paragraphs C and without the fault D below, Buyer may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)in part, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order default to Seller if Seller: (a) fails : 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or in any written extension granted by Buyer; (b) fails extension; 2. Fails to make progress which, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with perform any of the terms other provisions of this Order. Such termination shall become effective if Seller Order and does not cure such that failure within ten (10) a period of 10 days after receipt of receiving the notice of default. Upon termination, from Buyer may procure at specifying Seller’s expense failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and upon terms it deems in the manner Buyer considers appropriate, goods supplies or services similar to those so terminated. , and Seller shall continue performance of this Order to the extent not terminated and shall will be liable to Buyer for any excess costs for such similar goods those supplies or services. As an alternate remedy and However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in lieu of termination for default, Buyeraccordance with the Non-Conforming Goods clause herein, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performancecost. C. If the failure to perform is caused by an excusable delay, making as described in the Excusable Delay clause herein, Seller shall not be liable for any costsexcess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with and if the required delivery date, or in meeting any cause of the other requirements default is beyond the control of this Orderboth Seller and subcontractor, and without the fault or negli- gence of either, Seller shall promptly notify Buyer not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in writing. sufficient time for Seller to meet the required deliver schedule. E. If Seller does not comply with Xxxxx’s delivery schedulethis Order is terminated for default, Buyer may require delivery Seller to transfer title and deliver to Buyer, as directed by fastest method Xxxxx, any (1) completed supplies, and charges resulting from (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the premium transportation must terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be fully prepaid by Seller. Xxxxx’s necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity Law or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) 30 days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such Order termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination of this Order for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, Buyer Buyer, to the extent permitted under the Supply Agreement, may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60a) days)Buyer may, Buyer, without liability, may by written notice of defaultdefault to Seller, terminate the whole or any part of this Order if Seller: in any one of the following circumstances: (ai) Seller fails to make delivery of the goods or to perform the services within the time specified herein or in any written extension granted by Buyerthereof; or (bii) Seller fails to perform any of the other provisions of this Order or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within ten a period of 10 days (10or such longer period as Buyer may authorize in writing) days after receipt of receiving notice from the Buyer specifying such failure; (iii) Seller becomes insolvent or the subject of default. Upon terminationproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance. (b) If this Order is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods or services similar to those so terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any excess costs of such similar goods or services. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination, such complete or partially completed goods as Seller has produced or acquired for the performance of the terminated part of this Order and Buyer will only pay Seller the Order price of the goods and services accepted. (d) Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated and part of this Order except as herein provided. Buyer's rights as set forth herein shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or equity or under this Ordersupplier were not obtainable from other sources.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails Buyer may, by written Notice of Default to perform within the time specified Seller, terminate this Contract in whole or in any written extension granted by part, or, at Buyer; ’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails to: (i) deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyerextension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this Contract. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in Buyer’s reasonable judgmentthe manner and to the extent directed by Xxxxx, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Xxxxxx further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Subcontract in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Subcontract or any extension; (ii) make progress, so as to endanger performance of this Subcontract; or, (iii) perform any of the other material provisions of this Subcontract, provided, however, in any the event of either (ii) or (iii) Buyer has provided Seller with prior written extension granted by Buyer; notice of the failure and a reasonable opportunity to cure. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Subcontract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderSubcontract.

Termination for Default. Except for delay delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), ) or otherwise covered by Section 3.1 hereof. Buyer, without liability, may by written notice of default, terminate terminate: the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten thirty (1030) days of receiving notice of default. Upon such termination, . Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, . Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), ) or otherwise covered by Section 3.1 hereof. Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten thirty (1030) days of receiving notice of default. Upon such termination, . Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, . Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault (1) Buyer may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may in part by written notice to Seller in any of default, terminate the whole following circumstances: a. If Seller refuses or any part of this Order if Seller: (a) fails to make deliveries, including any installment thereof, or perform the services within the time specified in the Purchase Order or in any written extension thereof granted by Buyer; (b) . b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller , and does not cure any such failure within ten a period of thirty (1030) days or such longer period as Buyer may authorize by written notice after receipt of receiving notice from Buyer specifying such failure. c. If Xxxxxx becomes insolvent, or makes a general assignment for the benefit of default. Upon creditors, or pursues any remedy under any law relating to relief for debtors, or in the event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may procure at shall have the right to purchase or manufacture similar Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any excess cost to Buyer. Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller’s expense . Buyer shall have the right to audit all elements of any termination claim and upon terms it deems appropriateSeller shall make available to Buyer on request all books, goods or services similar to those so terminatedrecords, and papers relating thereto. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderterminated.

Termination for Default. Except for delay due ‌ A. Subject to causes beyond the control paragraphs C and without the fault D below, Xxxxx may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)in part, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order default to Seller if Seller: (a) fails : 1. Fails to deliver the Products or to perform the Services within the time specified in this Order or in any written extension granted by Buyer; (b) fails extension; 2. Fails to make progress which, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with perform any of the terms other provisions of this Order. Such termination shall become effective if Seller Order and does not cure such that failure within a period of ten (10) days after receipt of receiving the notice of default. Upon termination, from Buyer may procure at specifying Seller’s expense failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and upon terms it deems in the manner Buyer considers appropriate, goods Products or services Services similar to those so terminated. , and Seller shall continue performance of this Order to the extent not terminated and shall will be liable to Buyer for any excess costs for such similar goods those Products or servicesServices. As an alternate remedy and in lieu of termination for defaultHowever, BuyerSeller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performancecost. C. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, making and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any costsexcess costs for failure to perform, expenses unless the subcontracted Products or damages arising Services were obtainable from any failure of Seller’s performance. If other sources in sufficient time for Seller for any reason anticipates difficulty in complying with to meet the required delivery date, or in meeting any of the other requirements of schedule. D. If this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery scheduleOrder is terminated for default, Buyer may require delivery Seller to transfer title and deliver to Buyer, as directed by fastest method Xxxxx, any (1) completed Products, and charges resulting from (2) partially completed Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this clause) that Seller has specifically produced or acquired for the premium transportation must terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest. E. Buyer shall pay the Order price for completed Products delivered or Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be fully prepaid by Seller. Xxxxx’s necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due A. Subject to causes beyond the control paragraphs C and without the fault D below, Xxxxx may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)in part, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order default to Seller if Seller: (a) fails : 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or in any written extension granted by Buyer; (b) fails extension; 2. Fails to make progress which, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with perform any of the terms other provisions of this Order. Such termination shall become effective if Seller Order and does not cure such that failure within ten (10) a period of 10 days after receipt of receiving the notice of default. Upon termination, from Buyer may procure at specifying Seller’s expense failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and upon terms it deems in the manner Buyer considers appropriate, goods supplies or services similar to those so terminated. , and Seller shall continue performance of this Order to the extent not terminated and shall will be liable to Buyer for any excess costs for such similar goods those supplies or services. As an alternate remedy and However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in lieu of termination for default, Buyeraccordance with the Non-Conforming Goods clause herein, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performancecost. C. If the failure to perform is caused by an excusable delay, making as described in the Excusable Delay clause herein, Seller shall not be liable for any costsexcess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with and if the required delivery date, or in meeting any cause of the other requirements default is beyond the control of this Orderboth Seller and subcontractor, and without the fault or negli- gence of either, Seller shall promptly notify Buyer not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in writing. sufficient time for Seller to meet the required deliver schedule. E. If Seller does not comply with Xxxxx’s delivery schedulethis Order is terminated for default, Buyer may require delivery Seller to transfer title and deliver to Buyer, as directed by fastest method Xxxxx, any (1) completed supplies, and charges resulting from (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the premium transportation must terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be fully prepaid by Seller. Xxxxx’s necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. X. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity Law or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Subcontract in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Subcontract or any extension; (ii) make progress, so as to endanger performance of this Subcontract; or, (iii) perform any of the other material provisions of this Subcontract, provided, however, in any the event of either (ii) or (iii) Buyer has provided Seller with prior written extension granted by Buyer; notice of the failure and a reasonable opportunity to cure. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.shall

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)Buyer may, Buyer, without liability, may by written notice of defaultdefault to Seller, terminate the whole or any part of this Order if Sellerin any one of the following circumstances: (a) Seller fails to make delivery of the supplies or to perform the services within the time specified herein or in any written extension granted by Buyerthereof; (b) or Seller fails to perform any of the other provisions of this Order or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within ten a period of 10 days (10or such longer period as Buyer may authorize in writing) days after receipt of receiving notice from the Buyer specifying such failure; Seller becomes insolvent or the subject of defaultproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance by Seller. Upon terminationIf this Order is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods supplies or services similar to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any excess costs of such similar supplies or services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination, such complete or partially completed articles, property, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order and Buyer will pay Seller the contract price for completed articles delivered to and accepted by Buyer and the fair value of the other property of Seller so terminatedrequested and delivered. Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated and part of this Order except as herein provided. Buyer's rights as set forth herein shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderin case of Seller's default.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60A) days), Buyer, without liabilityby written notice, may by written notice of default, terminate the an Order for default in whole or any part of this Order in part, if Seller: : (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (ci) fails to comply with any of the terms of this the Order. Such termination shall become effective if Seller does not cure such failure within ten ; (10ii) days fails to make progress so as to endanger performance of receiving notice the Order; (iii) fails to provide adequate assurance of default. future performance; (iv) files or has filed against it a petition in bankruptcy; (v) becomes insolvent or suffers a material adverse change in its financial condition; or (vi) sells or contracts to sell Goods to Buyer that are classified other than as EAR99 under the EAR ( as defined in Clause 28 below) (B) Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriatethe Seller will have no claim for further payment other than as provided in this Clause, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall but will be liable to the Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any excess increase in the costs for such similar goods or servicesincurred by the Buyer in procuring the Goods from another source. As Nothing in this Clause affects any obligation of the Buyer under the law to mitigate damages and Seller must proceed with the portion of an alternate remedy and in lieu Order not terminated under the provisions of termination this clause. (C) If the Order is terminated for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery the Seller to transfer the title to, and deliver, as directed by fastest method the Buyer, any (i) completed Goods, and (ii) Manufacturing Materials that the Seller and charges resulting its subcontractors have specifically produced or acquired for the portion of the Order under notice of Termination for Default. Upon direction of the Buyer, the Seller shall also protect and preserve property in its possession in which the Buyer has an interest. (D) The Seller will have no claim for further payment other than as provided in this clause. The Buyer shall pay the Order price for completed Goods delivered and accepted. The Seller and Xxxxx will agree on the amount of payment for manufacturing materials delivered and accepted. Failure to agree will be a dispute under Clause 32 (Disputes; Governing Law and Venue) below. The Buyer may withhold from these amounts any sum the premium transportation must Buyer determines to be fully prepaid by Seller. necessary to protect the Buyer against loss because of outstanding liens or claims of former lien holders and Xxxxx’s 's estimate of excess reprocurement costs due Buyer. (E) The rights and remedies of the Buyer in this clause or in any other clause of these Terms are in addition to any other rights and remedies provided to Buyer by law the law. Termination, whether by convenience or equity or default, shall not relieve Seller of any obligations and liabilities which may have arisen under this Orderthese Terms prior to such termination, including but not limited to patent infringement, reproduction rights, latent defects, warranty obligations, indemnity and confidentiality provisions.

Termination for Default. Except for delay delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)) or otherwise covered by Section 3.1 hereof, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; , (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten thirty (1030) days of receiving notice of default. Upon such termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, . Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay delays due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)) or otherwise covered by Section 3,1 hereof, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten thirty (1030) days of receiving notice of default. Upon such termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.,

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails Buyer may, by written Notice of Default to perform within the time specified Seller, terminate this Contract in whole or in any written extension granted by part, or, at Buyer; ’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in Buyer’s reasonable judgmentthe manner and to the extent directed by Xxxxx, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Xxxxxx further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60a) days)Buyer may, Buyer, without liability, may by written notice of defaultto Seller, terminate the whole or any part of this Order if Seller: (a) if: i. Seller fails to make any delivery of the supplies within the time specified; or ii. Seller fails to perform within the time specified any provision of this Order, or in any written extension granted by Buyer; (b) so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order in accordance with its terms; or iii. Seller repudiates this Order or commits an anticipatory breach thereof; or iv. Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors. (b) Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, supplies similar to the supplies so terminated and Seller shall be liable to Buyer for any excess costs of such similar supplies. (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated. (d) Upon request from Buyer, Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested by Xxxxx, (i) completed supplies, and (ii) partially completed supplies, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and Order rights (hereinafter called "manufacturing materials"), produced or acquired for the performance of the terminated part of this Order. Buyer will pay Seller the price set forth in the Order for any completed supplies delivered to and shall be liable to accepted by Buyer, and the fair value of any manufacturing materials delivered and accepted by Buyer; provided, however, that in no event will the amount payable by Buyer for any excess costs manufacturing materials exceed the Order price for the supplies for which the manufacturing materials have been produced or acquired multiplied by the percentage of completion of such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery supplies that is representative by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Ordersuch manufacturing materials.

Termination for Default. Except for delay due A. Subject to causes beyond the control paragraphs C and without the fault D below, Buyer may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)in part, Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order default to Seller if Seller: (a) fails : 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or in any written extension granted by Buyer; (b) fails extension; 2. Fails to make progress which, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with perform any of the terms other provisions of this Order. Such termination shall become effective if Seller Order and does not cure such that failure within ten (10) a period of 10 days after receipt of receiving the notice of default. Upon termination, from Buyer may procure at specifying Seller’s expense failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and upon terms it deems in the manner Buyer considers appropriate, goods supplies or services similar to those so terminated. , and Seller shall continue performance of this Order to the extent not terminated and shall will be liable to Buyer for any excess costs for such similar goods those supplies or services. As an alternate remedy and However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in lieu of termination for default, Buyeraccordance with the Non- Conforming Goods clause herein, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performancecost. C. If the failure to perform is caused by an excusable delay, making as described in the Excusable Delay clause herein, Seller shall not be liable for any costsexcess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with and if the required delivery date, or in meeting any cause of the other requirements default is beyond the control of this Orderboth Seller and subcontractor, and without the fault or negligence of either, Seller shall promptly notify Buyer not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in writing. sufficient time for Seller to meet the required deliver schedule. E. If Seller does not comply with Xxxxx’s delivery schedulethis Order is terminated for default, Buyer may require delivery Seller to transfer title and deliver to Buyer, as directed by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to , any other rights and remedies provided by law or equity or under this Order.(1) completed supplies, and

Termination for Default. (a) Buyer may, without prejudice to any other rights or remedies provided by law or under this Order, by written Notice of Default by Seller, terminate the Order in whole or in part in any one of the following circumstances: (1) If Seller has been declared bankrupt, makes an assignment for the benefit of creditors, or is in receivership; or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any time it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a specific date for the delivery of each Deliverable item under this Order and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event Buyer terminates this Order in whole or in part as provided in subparagraph 9 (a), Buyer may procure, upon such terms and in such manner as it may reasonably deem appropriate, deliverables or services similar to those so terminated, and Seller shall be liable to Buyer for any excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for delay any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives Buyer written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by Seller’s subcontractor were obtainable from other sources in sufficient time to permit seller to meet the required delivery schedule. (e) If this Order is terminated as provided in this paragraph 9, Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, in the manner and to the extent directed by Buyer: (1) any completed Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and the like (“Manufacturing Materials”) as Seller has specifically produced or acquired for the performance of such part of this Order as has been terminated, and Seller shall, upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall be at the price for such Deliverables specified in the Order. Payment for Manufacturing Materials delivered to and accepted by Buyer, and for the protection and preservation of property, shall be in an amount agreed upon by the Parties pursuant to good faith negotiation. Buyer may withhold from amounts otherwise due Seller under this paragraph such sum as Buyer reasonably deems necessary to cover the additional cost of completing the Order and to protect Buyer against loss because of outstanding liens or claims of former lien holders. (g) If, after a notice of termination under the provisions of subparagraph 9 (a) has been issued, it is determined that the failure to perform this Order is due to causes beyond the control and without the fault or negligence of Seller and all or any of its suppliers (lasting not more than sixty (60) days)or subcontractors, Buyer, without liability, may by written such notice of defaulttermination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, terminate and the whole or any part rights and obligations of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress whichParties shall, in Buyer’s reasonable judgmentsuch event, endangers performance of this Order in accordance with its terms; or be governed by such provisions. (ch) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law at law, or equity in equity, or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), 17.1 Buyer, without liability, may terminate by written notice of default, terminate default the whole or any part of this Order if Seller: : (a) fails to perform within the time specified or in any written extension granted by Buyer; Xxxxx; (b) fails to make progress which, in BuyerXxxxx’s reasonable judgment, endangers performance of this Order in accordance with its terms; or or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. . 17.2 Upon terminationtermination pursuant to Section 17.1, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, Buyer may by written notice of default, forthwith terminate the this Purchase Order in whole or in part for default if the Seller fails to perform any part condition or requirement of this Order and if Seller: (a) capable of remedy, fails to perform remedy such breach within the time specified or in any written extension granted by Buyer; fifteen (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (1015) days of receiving written notice by Xxxxx or in the event of defaultSeller’s bankruptcy, suspension of business, insolvency, appointment of areceiver for Seller’s property of business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. Upon such termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminatedshall pay the Order price for any completed Goods that have been accepted by Xxxxx. Seller shall transfer title and deliver to Buyer any completed Goods, partially completed Goods and materials, parts, tools dies, jigs, fixture, plans, drawings, information and contract rights (collectively “Manufacturing Materials”) that Seller has specifically produced or acquired for the cancelled portion of the Order. Seller shall also protect property in its possession in which Buyer may have an interest. Buyer shall have the right to use, without charge, any technical information and intellectual property rights of Seller or its subcontractors necessary for Buyer to continue performance the provisioning of this Order to the extent not terminated and shall be liable to Goods. The Sellershall reimburse Buyer for any claims and excess costs for such similar goods or services. As an alternate remedy and in lieu procurement cost incurred by Xxxxx as a result of termination for the Seller’s default, and the Buyer shall be entitled to set off any such claims and costs against amounts owed to the Seller. The Seller shall provide to Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedulenominee, without charge, any assistance as the Buyer may require delivery by fastest method and charges resulting from to ensure thesuccessful transfer or provisioning of the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition Goods to any other rights and remedies provided by law or equity or under this Orderanother provider.

Termination for Default. Except (a) Buyer may, after providing Seller with ten (10) calendar days written notice, and upon Seller’s failure to cure such default in that ten (10) day period (“Cure Period”), terminate this Purchase Order in whole or in part at any time by notice in writing for delay due to causes beyond the control and without the fault (i) breach of any one or negligence of Seller and all more of its suppliers terms, (lasting not more than sixty ii) failure to deliver goods or services within the time specified by this Purchase Order or any written extension, (60iii) daysfailure to make progress so as to endanger performance of this Purchase Order, or (iv) failure to provide adequate assurance of future performance; provided, however, there shall be no Cure Period for default related to failure to meet the delivery schedule or for defaults incapable of cure. (b) To the extent allowed by law, Xxxxx may also terminate this Purchase Order in whole or in part without a Cure Period in the event of Seller’s suspension of business, insolvency, bankruptcy, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors (collectively hereinafter “Insolvency”). Seller agrees to provide detailed written notice to Buyer within five (5) days of initiating such Insolvency proceedings. In the event of partial termination, BuyerSeller shall perform the non-terminated balance of work under the Purchase Order. (c) If this Purchase Order is terminated for default, without liability, Buyer may by written notice of defaultrequire Seller to transfer title and deliver to Buyer any (1) completed supplies, terminate and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights that Seller has specifically produced or acquired for the whole or any part terminated portion of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Purchase Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days Upon direction of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify also protect and preserve property in its possession in which Buyer in writinghas an interest. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method The Parties shall agree on the amount of payment for such deliveries and charges resulting from for the premium transportation must be fully prepaid by Seller. Xxxxx’s rights protection and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderpreservation of the property above.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by By written notice of defaultdefault to Seller, Buyer may terminate the this Contract in whole or in part hereunder in any part one of this Order if Seller: the following circumstances: (ai) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or in any written extension granted by Buyerthereof; or (bii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order Contract in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of receiving notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes the subject of defaultproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time specified by Xxxxx, adequate assurances of performance. Upon terminationIf the Contract is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods Goods or services Services similar to those so terminated. Seller shall continue performance of this Order Seller, subject to the extent not terminated and exceptions set forth below, shall be liable to Buyer for any excess costs for of such similar goods Goods or servicesServices. As an alternate remedy Seller shall transfer title and in lieu of termination for default, deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at its sole discretionor after termination, may elect such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for Buyer any costs, expenses or damages arising from any failure of Seller’s performanceintellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any shall continue performance of the other requirements Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of this Order, Seller shall promptly notify Buyer in writingthe Contract except as herein provided. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are as set forth herein shall be in addition to any other rights and remedies provided by law in case of Seller’s default. In no event shall Buyer be liable for lost or equity anticipated profits, or under this Orderunabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), 17.1 Buyer, without liability, may terminate by written notice of default, terminate default the whole or any part of this Order if Seller: : (a) fails to perform within the time specified or in any written extension granted by Buyer; Xxxxx; (b) fails to make progress which, in BuyerXxxxx’s reasonable judgment, endangers performance of this Order in accordance with its terms; or or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. . 17.2 Upon terminationtermination pursuant to Section 17.1, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) BUYER may, by written Notice of Default to SELLER, terminate this Agreement in whole or in part if the SELLER fails to: (i) deliver the goods or to perform the services within the time specified in this Agreement or in any written extension granted by Buyerextension; (ii) make progress, so as to endanger performance of this Agreement; or, (iii) perform any of the other provisions of this Agreement. (b) fails BUYER may require SELLER to make progress whichtransfer title and deliver to BUYER, in Buyer’s reasonable judgmentthe manner and to the extent directed by BUYER, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as SELLER has produced or acquired for the performance of this Order Agreement, including the assignment to BUYER of SELLER’s subcontracts. XXXXXX further agrees to protect and preserve property in accordance with its terms; the possession of SELLER in which XXXXX has an interest. Payment for completed goods delivered to and accepted by BUYER shall be at the Agreement price. Payment for unfinished Goods or Services, which have been delivered to and accepted by BUYER and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that SELLER shall not be entitled to profit. BUYER may withhold from SELLER monies otherwise due SELLER for completed goods and/or Materials in such amounts as BUYER determines necessary to protect BUYER against loss due to outstanding liens or claims against said goods and Materials. (c) fails SELLER shall promptly notify BUYER if SELLER is the subject of any petition in bankruptcy. In the event of SELLER’s bankruptcy, BUYER may require SELLER to comply with any of the terms of this Orderpost such financial assurance, as BUYER, in its sole discretion, deems necessary. Such termination shall become effective if Seller does not cure Failure to post such failure within financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Agreement. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of BUYER in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderAgreement. (d) If SELLER is terminated for default pursuant to this clause, SELLER is liable to the BUYER for any excess repurchase costs incurred in acquiring goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. (e) In addition to the remedies stated herein, SELLER hereby grants to BUYER, a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit, anywhere in the world, all of SELLER’s Intellectual Property which is necessary for the performance of the terminated portion of this Agreement, solely to make, or have made, use, maintain and sell the Goods and/or Services.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to 10 comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten thirty (1030) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with XxxxxBuyer’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails Buyer may, by written Notice of Default to perform within the time specified Seller, terminate this Contract in whole or in any written extension granted by part, or, at Buyer; ’s sole discretion, require the Seller to post such financial (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in Buyer’s reasonable judgmentthe manner and to the extent directed by Xxxxx, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Xxxxxx further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. 10.2.1 Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this an Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this an Order in accordance with its terms; or (c) fails to comply with any of the material terms of this an Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. . 10.2.2 Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this an Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. . 10.2.3 As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. . 10.2.4 If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s Xxxxx’x delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx. 10.2.5 Buyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this an Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault (1) Buyer may terminate this Agreement or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may any Order in whole or in part by written notice to Seller in any of default, terminate the whole thefollowing circumstances: a. If Seller refuses or any part of this Order if Seller: (a) fails to make deliveries, including any installment thereof, or perform the services within the time specified in the Purchase Order or in any written extension thereof granted by Buyer; (b) . b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this the Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller , and does not cure any such failure within ten a period of thirty (1030) days of receiving notice of default. Upon termination, or such longer period as Buyer may procure at authorize by written notice after receipt of notice from Buyer specifying such failure. c. If Xxxxxx becomes insolvent, or makes a general assignment for the benefit of creditors, or pursues any remedy under any law relating to relief for debtors, or in the event a receiver is appointed for Seller’s expense and upon terms it deems appropriateproperty, goods or services similar becomes subject to those so terminated. Seller shall continue performance any law relating to bankruptcy, insolvency, or relief of this Order debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Article 26(1), above, Buyer shall have the right to purchase or manufacture similar Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or procured by Seller under an Order including, but not terminated limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any excess costs for such similar goods or servicescost to Buyer. As an alternate remedy and in lieu of Any termination for default, by Buyer, at its sole discretionwhether for default or otherwise, may elect shall be without prejudice to extend any claims for damages or other rights of Buyer against Seller. Buyer shall have the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for right to audit all elements of any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, termination claim and Seller shall promptly notify make available to Buyer in writingon request all books, records, and papers relating thereto. If Seller does shall continue performance of an Order to the extent not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderterminated.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails to: (i) deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyerextension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this Contract. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) 60 days), Buyer, without liability, may by written notice of default, terminate the Agreement or the whole or any part of this Order if Sellera Purchase Order: (a) if Seller fails to perform within the time specified in such Purchase Order or in any written extension granted by Buyer; (b) if Seller fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this such Purchase Order in accordance with its terms; or (c) if Buyer receives notice of an allegation of Proprietary Rights infringement or believes that there may be an infringement of Proprietary Rights regarding the goods that are the subject matter of such Purchase Order; or (d) if Seller fails to comply with any of the other terms of this such Purchase Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon terminationtermination of one or more Purchase Orders, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this any other outstanding Purchase Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s 's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this a Purchase Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s Buyer's delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or law, equity or under this Orderthe Agreement.

Termination for Default. Except for delay due to causes beyond the control and without the fault (1) Buyer may terminate this Order in whole or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may in part by written notice to Seller in any of default, terminate the whole following circumstances: a. If Seller refuses or any part of this Order if Seller: (a) fails to make deliveries, including any installment thereof, or perform the services within the time specified in the Purchase Order or in any written extension thereof granted by Buyer; (b) . b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller , and does not cure any such failure within ten a period of thirty (1030) days or such longer period as Buyer may authorize by written notice after receipt of receiving notice from Buyer specifying such failure. c. If Seller becomes insolvent, or makes a general assignment for the benefit of default. Upon creditors, or pursues any remedy under any law relating to relief for debtors, or in the event a receiver is appointed for Seller’s property, or becomes subject to any law relating to bankruptcy, insolvency, or relief of debtors, to the extent Buyer may lawfully exercise such right of termination. (2) In addition to the foregoing termination rights, as well as all other rights and all remedies available to Buyer under applicable law, upon the occurrence of any event described in Section 8(1), above, Buyer may procure at shall have the right to purchase or manufacture similar Goods without further payment to Seller and/or require Seller to transfer title and deliver to Buyer in a manner directed by Buyer any and all property produced or procured by Seller under this Order including, but not limited to, materials, parts, tools, dies, plans, drawings, services, Agreement rights, and other property and technical data, and Seller shall be liable to Buyer for any excess cost to Buyer. Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller’s expense . Buyer shall have the right to audit all elements of any termination claim and upon terms it deems appropriateSeller shall make available to Buyer on request all books, goods or services similar to those so terminatedrecords, and papers relating thereto. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderterminated.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) If Lessee fails to comply with or observe any term, condition, or obligation which Lessee is required to comply with or observe hereunder, Lessor shall give to Lessee written notice specifying the default. If, within thirty (30) days after Lessee receives such notice (10 days if the default is a failure to pay a monetary amount), Lessee does not remedy the default, then, except as provided below, Lessor may terminate this Lease and all rights of Lessee hereunder shall thereupon terminate; providing, however, in the event of a good xxxxx xxxx fide dispute as to the amount of royalty or other sum due to Lessor, the disputed amounts may be placed by Lessee in escrow pending resolution of the terms dispute with a mutually acceptable escrow agent and this Lease will not be considered in default for non-payment of royalty or other stun due Lessor. If Lessee is repeatedly tardy with required monetary payments, Lessor shall have the right to treat the repeated tardiness as an uncured default and declare the Lease to be terminated without further right of Lessee to cure_ It is provided, however, that if the default specified in the notice is not a failure to pay a monetary amount and is of such a nature that it reasonably cannot be corrected within the 30-day cure period, and if Lessee within said period begins corrective action or steps to correct the default and thereafter diligently and continuously carries such corrective action to completion in a timely fashion, this Order. Such termination Lease shall become effective if Seller does not cure terminate or be terminated for such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar Lessor's right to those so terminated. Seller shall continue performance of terminate this Order Lease due to the extent not terminated and Lessee's default shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any and shall not limit all other rights and remedies provided by law or equity or under this OrderLessor may have as a result of Lessee's default.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails Buyer may, by written Notice of Default to perform within the time specified Seller, terminate this Order in whole or in part if the Seller fails to: (i) timely perform or deliver the services or supplies as specified in this Order or any written extension granted by Buyerthereof; (ii) make progress, so as to endanger performance of this Order; or, (iii) satisfactory perform any of the other provisions of this Order. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in Buyer’s reasonable judgmentthe manner and to the extent directed by Xxxxx, endangers any partially completed services, supplies, and related goods and/or materials that Seller has acquired for the performance of this Order, including the assignment to Buyer of Seller’s lower tire subcontracts or orders. Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed services and supplies by Seller and accepted by Buyer shall be at the Order price. Payment for unfinished services and supplies, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in accordance with its terms; the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed services and supplies in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said services or supplies. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of constitute a default under this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this Order. (d) If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring services or supplies similar to those terminated for default, and for any other damages, whether or not repurchase is affected.

Termination for Default. Except for delay due If, in the Buyer’s opinion, the Seller appears to causes beyond the control be insolvent or in such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and without the fault or negligence if such breach is incapable of Seller and all of its suppliers (lasting not more than sixty (60) days)being cured, BuyerBuyer may, without liability, may by written notice to Seller, immediately terminate this Purchase Order for default. If Seller breaches this Purchase Order, and if such breach is capable of defaultbeing cured, terminate the whole or any part of this Order and if Seller: (a) Seller fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure a breach within ten (10) calendar days of after receiving written notice of the breach from Buyer, Buyer may by written notice to Seller immediately terminate this Purchase Order or any part thereof for Seller’s default. Upon any such termination, the Seller shall continue the work not terminated, and Buyer may procure at Sellerrequire that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Buyer within two (2) business days after receipt of Buyer’s expense and upon terms it deems appropriate, goods written request. The Buyer may acquire supplies or services similar to those so terminated. , and the Seller shall continue performance of this Order to the extent not terminated and shall will be liable to the Buyer for any excess costs for such similar goods those supplies or services. As The Seller shall protect and preserve property in its possession in which the Buyer or Customer has an alternate remedy interest. The Buyer shall pay the Seller for completed supplies delivered and accepted. The Buyer and Seller shall agree on the amount of payment for materials delivered and accepted and for the protection and preservation of property. Failure to agree will be a dispute. The Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the Buyer against loss. If, after termination, it is judicially determined that the Seller was not in lieu of termination for default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Buyer. Buyer may at any time, at by written order, require Seller to stop all or any part of the work called for by this Purchase Order for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its sole discretionterms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. After the stop work order is cancelled, may elect to extend Seller shall resume work. An adjustment in the delivery schedule and/or waive other deficiencies price shall be made if the stop work order reasonably and directly results in Seller’s an increase in the time and/or cost required for performance, making provided, however, that if such work stoppage arises from a stop work direction given by Buyer’s client, then Seller liable for any costs, expenses or damages arising will only be entitled to an adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from any failure Buyer’s client as a result of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Ordersuch work stoppage.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerA. Buyer may, without liabilityliability and in addition to any other rights or remedies provided herein or by law, may terminate any Purchase Order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) fails to deliver the supplies or perform the services within the time specified or in any written extension granted by Buyerspecified; (b) fails to make sufficient progress whichwith the work, in Buyer’s reasonable judgment, endangers thereby endangering completion of performance of this Order in accordance with its termswithin the time specified; or (c) fails to comply with any of the terms of this Orderother Purchase Order provision. Such termination shall become effective Buyer's right to terminate for default may be exercised if Seller does not cure the failure in accordance with Clauses 10 and 43 of this Agreement. B. In the event of such failure within ten (10) days of receiving notice of default. Upon termination, Buyer shall have the right at its option to require the Seller to transfer title to and deliver as Buyer may procure at Seller’s expense direct, any completed or partially completed supplies and upon terms it deems appropriateany materials acquired for the performance of this Agreement. In such case, goods Buyer shall pay Seller the Purchase Order price associated with the accepted completed supplies so transferred and delivered; the price of partially completed supplies or services similar manufacturing materials so transferred and delivered shall be that agreed to those so terminatedby both parties. Seller shall continue performance provide Buyer any supporting information necessary to document the reasonableness of Seller's termination for default claim. C. If Buyer terminates this Order to the extent not terminated and Agreement in whole or in part, Seller shall be liable to Buyer for any excess reasonable cover costs incurred by Buyer in re-procuring Product which was terminated. "Reasonable cover costs" shall include all direct costs incurred by Buyer to procure the Products from another supplier, including the cost of stencils and test fixtures, including all other non-recurring expenses. Seller shall also be responsible for such similar goods any indirect costs incurred by Buyer in the event this Agreement is terminated in whole or servicesin part. As an alternate remedy Seller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractors' control and with no fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in lieu of time for Seller to meet Purchase Order deliveries or other performance requirements. Seller's liability under this Article shall be limited to five-hundred thousand dollars ($500,000). D. Buyer may withhold from any payments due Seller any sum necessary to protect Buyer against any liability or expenses due to the termination for default, Buyer, at its sole discretion, may elect to extend . E. In the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure event of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Ordera partial termination, Seller shall promptly notify Buyer in writing. If Seller does continue the work not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s terminated. F. The rights and remedies in of Buyer provided by this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or equity or under this Order.Agreement. Buyer: ____ Seller:____

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by By written notice of defaultdefault to Seller, Buyer may terminate the this Contract in whole or in part hereunder in any part one of this Order if Seller: the following circumstances: (ai) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or in any written extension granted by Buyerthereof; or (bii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order Contract in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of receiving notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes the subject of defaultproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time specified by Xxxxx, adequate assurances of performance. Upon terminationIf the Contract is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods Goods or services Services similar to those so terminated. Seller shall continue performance of this Order Seller, subject to the extent not terminated and exceptions set forth below, shall be liable to Buyer for any excess costs for of such similar goods Goods or servicesServices. As an alternate remedy Seller shall transfer title and in lieu of termination for default, deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at its sole discretionor after termination, may elect such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for Buyer any costs, expenses or damages arising from any failure of Seller’s performanceintellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any shall continue performance of the other requirements Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of this Order, Seller shall promptly notify Buyer in writingthe Contract except as herein provided. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are as set forth herein shall be in addition to any other rights and remedies provided by law in case of Seller's default. In no event shall Buyer be liable for lost or equity anticipated profits, or under this Orderunabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60a.) days)Buyer may, Buyer, without liability, may by written notice Notice of defaultDefault to Seller, terminate the this Contract in whole or any part of this Order in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: (a) the Seller fails to: i. deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyer; (b) fails extension; ii. make progress, so as to make progress which, in Buyer’s reasonable judgment, endangers endanger performance of this Order in accordance with its termsContract; or (c) fails to comply with or, iii. perform any of the terms other provisions of this OrderContract. b.) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Such termination Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall become effective be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. c.) Seller shall promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by By written notice of defaultdefault to Seller, Buyer may terminate the this Contract in whole or in part hereunder in any part one of this Order if Seller: the following circumstances: (ai) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or in any written extension granted by Buyerthereof; or (bii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order Contract in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of receiving notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes the subject of defaultproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time specified by Xxxxx, adequate assurances of performance. Upon terminationIf the Contract is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods Goods or services Services similar to those so terminated. Seller shall continue performance of this Order Seller, subject REV A (9/2022) to the extent not terminated and exceptions set forth below, shall be liable to Buyer for any excess costs for of such similar goods Goods or servicesServices. As an alternate remedy Seller shall transfer title and in lieu of termination for default, deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at or after termination, such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to Buyer any of Seller's intellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its sole discretion, may elect to extend the delivery schedule prime or higher-tier contracts and/or waive other deficiencies in complete its own and Seller’s performance, making obligations in connection with this Contract. Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any shall continue performance of the other requirements Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of this Order, Seller shall promptly notify Buyer in writingthe Contract except as herein provided. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in this clause are as set forth herein shall be in addition to any other rights and remedies provided by law in case of Seller’s default. In no event shall Buyer be liable for lost or equity anticipated profits, or under this Orderunabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerBuyer may, without liability, may and in addition to any other rights or remedies provided herein or by law, terminate this order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) fails to deliver the supplies or perform the service within the time specified or in any written extension granted by Buyerspecified; (b) fails to make sufficient progress which, in Buyer’s reasonable judgment, endangers with the work thereby endangering completion of performance of this Order in accordance with its termswithin the time specified; or (c) fails to comply with any of the terms of this Orderother instructions, terms, or conditions. Such termination shall become effective Buyer’s rights to terminate for default may be exercised if Seller does not cure such the failure within ten (10) days of after receiving Buyer’s notice of defaultsuch failure. Upon terminationIf Buyer terminates this order in whole or in part, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods repurchase similar supplies or services similar to those so from others and Seller shall be liable for any additional costs for the terminated supplies/services. In the event of a partial termination, Seller shall continue the work not terminated. Seller shall continue performance not be liable for any additional costs if failure to perform arises from causes beyond Seller’s or Seller’s subcontractor’s control and without fault or negligence of this Order either of them; provided, however, that the supplies/services to be furnished by Seller’s subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements. Buyer shall pay Seller the order price for any completed supplies/services delivered and accepted. Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect . Seller shall provide Buyer any supporting information necessary to extend document the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure reasonableness of Seller’s performance. If Seller termination for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderdefault claim.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: : (a) fails to perform within the time specified or in any written extension granted by BuyerXxxxx; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order; or (d) if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, a receiver for Seller is appointed or applied for, an assignment for the benefit of creditors is made or an excused delay (or the aggregate time of multiple excused delays) lasts more than sixty (60) days. Such In the cases of (a), (b), (c) above, such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default; in the case of (d) above, such termination shall take become effective immediately. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except If the Seller shall become insolvent or make a general assignment for delay due the benefit of creditors, or a receiver or liquidator for Seller is appointed or applied for; or if Seller admits in writing its inability to causes beyond the control and without the fault pay its debts as they become due; or negligence of if any proceeding under any applicable federal or state bankruptcy or Insolvency law is brought by or against Seller; or if, at any time, Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole defaults in performance or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) so fails to make progress which, in Buyer’s reasonable judgment, endangers the work as to endanger performance of this Order in accordance with its termshereunder; or (c) if Seller fails to comply with any of deliver the terms of this Order. Such termination shall become effective products or to perform the services within the time or at the rate specified herein; or if Seller does otherwise defaults in performance hereunder; Buyer may, by written notice to Seller, terminate this order in whole or in part. However, if Seller shall be determined not cure such failure within ten to be in default, then termination by Buyer shall be deemed to be termination for convenience to which the provisions of Clause 10 above shall apply. In case of termination for default, (10i) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to any non-terminated portion of the extent not terminated order and shall be liable to Buyer for may obtain elsewhere the portions of the products or services affected by the termination, or products or services similar thereto, and charge the Seller with any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyercost increase caused thereby; and (ii) Buyer may, at its sole discretionoption, may elect require Seller to extend transfer to Buyer all materials, work in process, completed supplies, tooling, plans and specifications, and manufacturing rights allocable to the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any terminated portion of the other requirements order; after such transfer Buyer shall pay Seller the fair value of this Order, Seller shall promptly notify Buyer in writingsuch item. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. XxxxxBuyer’s rights and remedies in under this clause Clause are in addition to and not in lieu of any other rights and remedies available under this order or provided by law or equity or under this Orderlaw.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Subcontract in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Subcontract or any extension; (ii) make progress, so as to endanger performance of this Subcontract; or, (iii) perform any of the other material provisions of this Subcontract, provided, however, in any the event of either (ii) or (iii) Buyer has provided Seller with prior written extension granted by Buyer; notice of the failure and a reasonable opportunity to cure. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Subcontract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.Subcontract. GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerBuyer may, without liability, may and in addition to any other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) • fails to deliver the Supplies or perform the services within the time specified or in any written extension granted by Buyerthis Order; (b) • fails to make sufficient progress whichwith the work, thereby endangering completion of performance within the time requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to Buyer’s reasonable judgment, endangers performance of terminating this Order for default. If Buyer terminates this Order in accordance with its terms; whole or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon terminationin part, Buyer may procure at Seller’s expense repurchase similar Supplies and upon terms it deems appropriate, goods or services similar to those so terminated. Services from others and Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess additional costs for such similar goods the terminated Supplies and or servicesServices, and for any other damages caused Buyer by the Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the Purchase Order delivery schedule schedule, and/or (2) to waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure in which case an equitable reduction in the Purchase Order price shall be negotiated. In the event of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Ordera partial termination, Seller shall promptly notify Buyer in writingcontinue the work not terminated. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or equity or under this Orderequity.

Termination for Default. The Owner may, subject to paragraph d below, by written notice of default to the Contractor, terminate this Agreement in whole or in part if the Contractor fails to: Complete the requirements of this Agreement within the time specified in the Agreement or any extension; Make progress, so as to endanger performance of this Agreement; or Perform any of the other material provisions of this Agreement (but see subparagraph (b) following). Owner may terminate this Agreement under paragraph a.2 or a.3 if the Contractor does not commence to cure the failure within ten (10) calendar days (or more if authorized in writing by the Owner’s Representative) after receipt of the notice from the Owner’s Representative specifying the failure. Owner may terminate this Agreement without notice or opportunity to cure if Contractor declares bankruptcy, is involuntarily placed into bankruptcy and fails to take prompt and effective action to secure dismissal of such petition, makes a general assignment for the benefit of creditors, or otherwise enters an arrangement of trusteeship or receivership. If the Owner terminates this Agreement in whole or in part, it may acquire similar supplies or services or complete the Work, and the Contractor will be liable to the Owner for any excess costs. However, the Contractor must continue the Work not terminated. Except for delay due defaults of subcontractors at any tier, the Contractor is not liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of Contractor. If this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not Agreement is terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyerthe Owner may require the Contractor to transfer title and deliver to the Owner, at as directed by the Owner’s Representative, any completed supplies, partially completed supplies, and materials, parts, tools, dies, jigs, fixtures, plans, Drawings, information, and contract rights that the Contractor has specifically produced or acquired for the terminated portion of this Agreement. Upon direction of the Owner’s Representative, the Contractor shall also protect and preserve property in its sole discretionpossession in which the Owner has an interest. The Owner will pay the Agreement price for completed items delivered and accepted. The Contractor and Owner’s Representative may agree on the amount of payment for items delivered and accepted under paragraph e above for the protection and preservation of the property. Failure to agree shall be deemed a dispute under Section 17.5 of this Agreement. The Owner may withhold from these amounts any sum the Owner’s Representative determines to be necessary to protect the Owner against loss because of outstanding claims. If, may elect to extend after termination, it is determined that the delivery schedule and/or waive other deficiencies Contractor was not in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery datedefault, or in meeting any that the delay was excusable, the rights and obligations of the other requirements of this Order, Seller parties shall promptly notify Buyer in writingbe the same as if the termination had been issued for convenience. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies in of the Owner under this clause Section 18.2 are in addition to any other rights and remedies provided by law or equity or under this OrderAgreement.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) Buyer may, by written Notice of Default to Seller, terminate this Subcontract in whole or in part if the Seller fails to: (i) deliver the Goods or to perform the Services within the time specified in this Subcontract or any extension; (ii) make progress, so as to endanger performance of this Subcontract; or, (iii) perform any of the other material provisions of this Subcontract, provided, however, in any the event of either (ii) or (iii) Buyer has provided Seller with prior written extension granted by Buyer; notice of the failure and a reasonable opportunity to cure. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in the manner and to the extent directed by Buyer’s reasonable judgment, endangers any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Subcontract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in accordance with its terms; the possession of Seller in which Buyer has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and Materials. (c) fails to comply with any of the terms of this Order. Such termination Seller shall become effective promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts constitute a default under this Subcontract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderSubcontract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), 15.1 Buyer, without liability, may terminate by written notice of default, terminate default the whole or any part of this Order if Seller: : (a) fails to perform within the time specified or in any written extension granted by Buyer; Xxxxx; (b) fails to make progress which, in BuyerXxxxx’s reasonable judgment, endangers performance of this Order in accordance with its terms; or or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. . 15.2 Upon terminationtermination pursuant to Section 15.1, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except If (i) Seller fails to make any delivery or perform Services in accordance with Delivery Dates or otherwise fails to comply with the Order and does not remedy such failure within a reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the Order is endangered, (iii) any proceeding is filed by or against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or (iv) Seller commits any other breach of this Agreement, Buyer may (in addition to any other right or remedy provided by this Agreement or by law) terminate all or any part of this Agreement by written notice to Seller without any liability and may purchase substitute goods and services elsewhere. Seller shall be liable to Buyer for any cost occasioned Buyer thereby. Xxxxx also may require Seller to transfer title and deliver to Buyer any completed supplies, and such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as Seller has specifically produced or specifically acquired for the performance of such part of this Agreement and any technology or information necessary for production of Deliverables. If a court of competent jurisdiction finds that any termination for cause was wrongful, then such termination shall be automatically converted to a termination for convenience and the rights and obligations of the parties will be as set forth in the section hereof titled “Termination for Convenience.” The parties agree that the provisions of this Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to causes any cause beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)as provided in the force majeure provision set forth herein; provided, Buyerhowever, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, that Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar cancel without liability to those so terminated. Seller shall continue performance its purchase of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderitems.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerBuyer may, without liability, may and in addition to any other rights or remedies provided herein or by law, terminate this order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) fails to deliver the supplies or perform the services within the time specified or in any written extension granted by Buyerspecified; (b) fails to make sufficient progress whichwith the work, in Buyer’s reasonable judgment, endangers thereby endangering completion of performance of this Order in accordance with its termswithin the time specified; or (c) fails to comply with any of the terms of this Orderother instructions, terms, or conditions. Such termination shall become effective Buyer's right to terminate for default may be exercised if Seller does not cure such the failure within ten (10) days of after receiving Buyer's notice of defaultsuch failure. Upon terminationIf Buyer terminates this order in whole or in part, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods purchase similar supplies or services similar to those so from others and Seller shall be liable for any additional costs above the original price for the terminated supplies/services. In the event of a partial termination, Seller shall continue the work not terminated. Seller shall continue performance not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractor's control and without fault or negligence of this Order either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements. Buyer shall pay Seller the order price for any completed supplies/services delivered and accepted. Buyer and Seller shall agree on the amount of payment for manufacturing materials (parts, tools, dies, jigs, planes, drawings, etc.) delivered and accepted by Buyer. Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect . Seller shall provide Buyer any supporting information necessary to extend document the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure reasonableness of Seller’s performance. If Seller 's termination for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderdefault claim.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60a) days)Buyer may, Buyer, without liability, may by written notice Notice of defaultDefault to Seller, terminate the this Contract in whole or any part of this Order in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: (a) the Seller fails to: i. deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyer; (b) fails extension; ii. make progress, so as to make progress which, in Buyer’s reasonable judgment, endangers endanger performance of this Order in accordance with its termsContract; or (c) fails to comply with or, iii. perform any of the terms other provisions of this OrderContract. b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information, and contract rights (“Materials”) as Seller has produced or acquires for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Such termination Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall become effective be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. c) Seller shall promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by By written notice of defaultdefault to Seller, Buyer may terminate the this Contract in whole or in part hereunder in any part one of this Order if Seller: the following circumstances: (ai) Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or in any written extension granted by Buyerthereof; or (bii) Seller fails to perform any of the other provisions of this Contract or so fails to make progress which, in Buyer’s reasonable judgment, endangers as to endanger performance of this Order Contract in accordance with its terms; or (c) fails to comply with any , and in either of the terms of circumstances specified in this Order. Such termination shall become effective if Seller subpart (a)(ii) does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of receiving notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or becomes the subject of defaultproceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time specified by Xxxxx, adequate assurances of performance. Upon terminationIf the Contract is so terminated, Buyer may procure at Seller’s expense or otherwise obtain, upon such terms and upon terms it deems in such manner as Buyer may deem appropriate, goods Goods or services Services similar to those so terminated. Seller shall continue performance of this Order Seller, subject to the extent not terminated and exceptions set forth below, shall be liable to Buyer for any excess costs for of such similar goods Goods or servicesServices. As an alternate remedy Seller shall transfer title and in lieu of termination for default, deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at its sole discretionor after termination, may elect such complete or partially completed Goods or Services as Seller has produced or acquired for the performance of the terminated part of the Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Seller shall also deliver to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for Buyer any costs, expenses or damages arising from any failure of Seller’s performanceintellectual property, including all technical data and commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Contract. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any shall continue performance of the other requirements Contract to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by SellerContract except as herein provided. Xxxxx’s 's rights and remedies in this clause are as set forth herein shall be in addition to any other rights and remedies provided by law in case of Seller's default. In no event shall Buyer be liable for lost or equity anticipated profits, or under this Orderunabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller's termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) 60 days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s 's reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s 's expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s 's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s 's performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s Buyer's delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s Buyer's rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60a.) days)Buyer may, Buyer, without liability, may by written notice of defaultdefault to Seller, terminate the this Agreement in whole or any part of this Order in part, or, at Xxxxx’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Sellerthe Seller fails to: (ai) fails deliver the Goods or to perform the Services within the time specified in this Agreement or in any written extension granted by Buyerextension; (bii) fails make progress, so as to make progress which, in Buyer’s reasonable judgment, endangers endanger performance of this Order in accordance with its termsAgreement; or or, (ciii) fails to comply with perform any of the terms other provisions of this OrderAgreement. b.) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquires for the performance of this Agreement. Such termination Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed Goods delivered to and accepted by Buyer shall become effective be at the Agreement price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed Goods and/or materials and/or Services in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and materials. c.) Seller shall promptly notify Buyer if Seller does not cure is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Agreement. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition additions to any other rights and remedies provided by law or equity or under this Ordercontract.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerA. Mykotronx may, without liabilityliability and in addition to any other rights or remedies provided herein or by law, may terminate any Purchase Order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) fails to deliver the supplies or perform the services within the time specified or in any written extension granted by Buyerspecified; (b) fails to make sufficient progress whichwith the work, in Buyer’s reasonable judgment, endangers thereby endangering completion of performance of this Order in accordance with its termswithin the time specified; or (c) fails to comply with any of the terms of this Orderother Purchase Order provision. Such termination shall become effective Mykotronx's right to terminate for default may be exercised if Seller does not cure the failure in accordance with Clauses 10 and 43 of this Agreement B. In the event of such failure within ten (10) days of receiving notice of default. Upon termination, Mykotronx shall have the right at its option to require the Seller to transfer title to and deliver as Buyer may procure at Seller’s expense direct, any completed or partially completed supplies and upon terms it deems appropriate, goods any materials acquired for the performance of this Agreement in accordance with Section 25. C or services similar as agreed to those so terminatedby the Parties. Seller shall continue performance provide Mykotronx any supporting information necessary to document the reasonableness of Sellers termination for default claim. C. If Mykotronx terminates this Order to the extent not terminated Agreement in whole or in part, Mykotronx may purchase similar supplies or services from others and Seller shall be liable to Buyer for any excess additional costs above the original price for such similar goods or the terminated supplies/services. As an alternate remedy Seller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractors control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in lieu of time for Seller to meet Purchase Order delivery or other performance requirements. D. Mykotronx may withhold from any payments due Seller any sum necessary to protect Mykotronx against any liability or expenses due to the termination for default, Buyer, at its sole discretion, may elect to extend . E. In the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure event of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Ordera partial termination, Seller shall promptly notify Buyer in writing. If Seller does continue the work not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s terminated. F. The rights and remedies in of Mykotronx provided by this clause shall not be exclusive and are in In addition to any other rights and remedies provided by law or equity or under this OrderAgreement. G. Mykotronx shall not issue a Termination for Default for a Force Majeure event.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), BuyerBuyer may, without liability, may and in addition to any other rights or remedies provided herein or by law, terminate this Purchase Order in whole or in part by written notice of default, terminate the whole or any part of this Order default if Seller: (a) fails to deliver the supplies or perform the services within the time specified or in any written extension granted by Buyerspecified; (b) fails to make sufficient progress whichwith the work, in Buyer’s reasonable judgment, endangers thereby endangering completion of performance of this Order in accordance with its termswithin the time specified; or (c) fails to comply with any of the terms of this Orderother instructions, terms, or conditions. Such termination shall become effective Buyer’s rights to terminate for default may be exercised if Seller does not cure such the failure within ten (10) days of after receiving Buyer’s notice of defaultsuch failure. Upon terminationIf Buyer terminates this Purchase Order in whole or in part, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods repurchase similar supplies or services similar to those so from others and Seller shall be liable for any additional costs for the terminated supplies/services. In the event of a partial termination, Seller shall continue the work not terminated. Seller shall continue performance not be liable for any additional costs if failure to perform arises from causes beyond Seller’s or Seller’s subcontractor’s control and without fault or negligence of this either of them; provided, however, that the supplies/services to be furnished by Seller’s subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the Purchase Order delivery requirements. Buyer shall pay Seller the Purchase Order price for any completed supplies/services delivered and accepted. Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify provide Buyer in writing. If Seller does not comply with Xxxxxany supporting information necessary to document the reasonableness of Buyer’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Ordertermination for default claim.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)Buyer may, Buyer, without liability, may by written notice Notice of defaultDefault to Seller, terminate the this Contract in whole or any part of this Order in part, or, at Buyer’s sole discretion, if Sellerthe Seller fails to: (ai) fails deliver the goods or to perform the services within the time specified in this Contract or in any written extension granted by Buyerextension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this Contract. (b) fails Buyer may require Seller to make progress whichtransfer title and deliver to Buyer, in Buyer’s reasonable judgmentthe manner and to the extent directed by Xxxxx, endangers any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Order Contract, including the assignment to Buyer of Seller’s subcontracts. Xxxxxx further agrees to protect and preserve property in accordance with the possession of Seller in which Xxxxx has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to an accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed Goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. Seller shall promptly notify Buyer is Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as buyer, in its terms; or (c) fails sole discretion, deems necessary. Failure to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure post such failure within financial assurance upon ten (10) days of receiving written notice of defaultshall constitute a default under this Contract. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or equity or under this OrderContract.

Termination for Default. Except If (i) Seller fails to make any delivery or perform Services in accordance with Delivery Dates or otherwise fails to comply with the Order and does not remedy such failure within a reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the Order is endangered, (iii) any proceeding is filed by or against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or (iv) Seller commits any other breach of this Agreement, Buyer may (in addition to any other right or remedy provided by this Agreement or by law) terminate all or any part of this Agreement by written notice to Seller without any liability and may purchase substitute goods and services elsewhere. Seller shall be liable to Buyer for any cost occasioned Buyer thereby. Buyer also may require Seller to transfer title and deliver to Buyer any completed supplies, and such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as Seller has specifically produced or specifically acquired for the performance of such part of this Agreement and any technology or information necessary for production of Deliverables. If a court of competent jurisdiction finds that any termination for cause was wrongful, then such termination shall be automatically converted to a termination for convenience and the rights and obligations of the parties will be as set forth in the section hereof titled “Termination for Convenience.” The parties agree that the provisions of this Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to causes any cause beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)as provided in the force majeure provision set forth herein; provided, Buyerhowever, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, that Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar cancel without liability to those so terminated. Seller shall continue performance its purchase of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or equity or under this Orderitems.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer, without liability, may by written notice of default, terminate the whole or any part of this Order if Seller: (a) fails to perform within the time specified or in any written extension granted by Buyer; (b) fails to make progress which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Xxxxx’s delivery schedule, Buyer may require delivery by fastest method and charges resulting from the premium transportation must be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause Section are in addition to any other rights and remedies provided by law or equity or under this Order.

Termination for Default. Except for delay due to causes beyond the control and without the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days)LSC Industries may, Buyer, without liability, may by written notice Notice of defaultDefault to Seller, terminate the this Purchase Order in whole or any part of this Order if Sellerin part, or, at LSC Industries’ sole discretion, require the Seller to post such financial assurance as LSC Industries deems reasonably necessary, if: (ai) Seller fails to perform deliver the Goods within the time specified in this Contract or in any written extension granted by Buyer; extension, (bii) Seller fails to make progress whichprogress, in Buyer’s reasonable judgment, endangers so as to endanger performance of this Order in accordance with its terms; or Contract, (ciii) Seller fails to comply with any of the terms of this Order. Such termination shall become effective if Seller does not cure such failure within ten (10) days of receiving notice of default. Upon termination, Buyer may procure at Seller’s expense and upon terms it deems appropriate, goods or services similar to those so terminated. Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting perform any of the other requirements provisions of this OrderContract, or (iv) Seller shall promptly notify Buyer in writingbecome insolvent, ceases doing business, or becomes the subject of any proceedings under any bankruptcy, insolvency, or reorganization statute or law. If Seller does not comply terminates for default, the rights, duties and obligations of the parties shall be determined in accordance with Xxxxx’s delivery schedulethe terms of the FAR Termination for Default clause, Buyer FAR 52.249-8, with the term “LSC Industries” substituted for the terms “Government” and “Contracting Officer”, and the term “Seller” substituted for the term “Contractor” in that clause. LSC Industries may require delivery Seller to transfer title and deliver to LSC Industries any and all property produced or procured by fastest method Seller for performance of the work terminated and charges Seller shall be credited with the reasonable value thereof not to exceed Seller’s cost or the Purchase Order’s price, whichever is less. Seller will be liable for damages caused by or resulting from its default including but not limited to excess costs of reprocurement. Termination of the premium transportation must Contract for default shall be fully prepaid by Seller. Xxxxx’s rights and remedies in this clause are in addition without prejudice to any other rights and or remedies of LSC Industries provided by law or equity or under this the Purchase Order.