Termination of Purchase Order For Convenience Sample Clauses

Termination of Purchase Order For Convenience. DMC Stratex may terminate any Purchase Order, in whole or part, at any time, by giving written notice to MTI specifying the extent to which performance under the Purchase Order is terminated. Immediately upon receipt of such notice, MTI shall stop performing under the Purchase Order, and within six (6) weeks after such notice, MTI shall submit to DMC Stratex its written termination claim. Failure of MTI to submit its termination claim as provided herein shall constitute an unconditional and absolute waiver by MTI of any claim arising from DMC Stratex's notice termination, except where the damage or claim in connection with such termination is not assessable or determinable within such six (6) week period but only if MTI submits such damage claim as soon as it is finally assessed or determined. MTI shall reasonably assess its damage to determine whether or not any excess items may be used by MTI for the manufacture of associated products or diverted for any other purpose, and to correspondingly reduce MTI's termination claim by the value of such items, and MTI shall exercise commercially reasonable effort to so divert or otherwise dispose of such items to reduce its termination claim. When settlement has been made, title to any such items determined not useable by MTI and charged to DMC Stratex in the termination claim shall vest in DMC Stratex upon payment of the claim and forthwith be delivered to DMC Stratex at DMC Stratex's expense, under DMC Stratex's shipping instructions; provided that MTI shall be entitled to dispose of such items at its own discretion if DMC Stratex does not instruct on delivery to DMC Stratex or other disposition of such items within six (6) months after the settlement of the termination claim. In no event shall MTI be entitled to incidental or consequential damages, attorney's fees or agent's commissions as a result of DMC Stratex's termination in accordance with this Section 7.6. DMC Stratex reserves the right to verify claims hereunder, within sixty (60) calendar days after receipt of MTI's termination claim, and MTI shall make available to DMC Stratex upon its request, all relevant books, records, inventories and facilities for DMC Stratex's inspection and audit. DMC Stratex shall not unreasonably withhold, and shall promptly pay within five (5) calendar days following MTI's termination claim, the undisputed compensation or payment for the damages arising from DMC Stratex's termination for convenience set forth in this Section...
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Related to Termination of Purchase Order For Convenience

  • Termination for Convenience Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice.

  • For Convenience Recipient may terminate this Agreement at any time during the Initial Term upon 90 days' notice to Service Provider.

  • Captions for Convenience The captions and headings of the sections and paragraphs of this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

  • Termination of a Terms Agreement An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between the date of such Terms Agreement and the related Settlement Date, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or (v) after the date of such Terms Agreement the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.

  • Headings for Convenience Only The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

  • Delivery upon Termination Upon termination of Manager's employment with the Company for any reason, Manager shall promptly deliver to the Company all correspondence, files, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, and any other documents or data concerning the Company's or any affiliate’s customers, database, business plan, marketing strategies, processes or other materials which contain Confidential Information, together with all other property of the Company or any affiliate in Manager's possession, custody or control. ARTICLE SIX

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Acceptance of Terms of Agreement THE RECEIPT AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE OWNER TRUSTEE, ON BEHALF OF THE OWNER TRUST, THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE OWNER TRUSTEE AND THE CERTIFICATEHOLDER.

  • Termination of Terms Agreement If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

  • Addendum to Agreement Notwithstanding any provision of this Agreement to the contrary, if Participant resides or is employed outside the U.S. or transfers residence or employment outside the U.S., the Restricted Stock Units shall be subject to such special terms and conditions as are set forth in the addendum to this agreement (the “Addendum”). Further, if Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the Restricted Stock Units to the extent the Corporation determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). In all circumstances, the Addendum shall constitute part of this Agreement.

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