Common use of Transition of Materials Following Termination or Expiration Clause in Contracts

Transition of Materials Following Termination or Expiration. Following expiration or termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by Xxxxx, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 Seller will continue production and delivery of all Materials as ordered by Xxxxx, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials as needed; 13.5.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Materials and components; and 13.5.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx in writing. If the transition occurs for reasons other than Seller's termination for default, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts.

Transition of Materials Following Termination or Expiration. Following expiration or termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by XxxxxBuyer, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 13.4.1 Seller will continue production and delivery of all Materials materials as ordered by Xxxxx, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials materials as needed; 13.5.2 13.4.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Materials and components; and 13.5.3 13.4.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx in writing. If the transition occurs for reasons other than Seller's termination for default, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx Buyer will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts.

Transition of Materials Following Termination or Expiration. Following expiration or is termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by XxxxxBuyer, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 Seller will continue production and delivery of all Materials as ordered by XxxxxBuyer, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials as needed; 13.5.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, billxxxx-of-of- material data, tooling and process detail and samples of Materials and components; and 13.5.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx Buyer in writing. If the transition occurs for reasons other than Seller's termination for defaultDefault, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx Buyer will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts, and complete Transition Support.

Transition of Materials Following Termination or Expiration. Following expiration or is termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by XxxxxBuyer, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 Seller will continue production and delivery of all Materials as ordered by Xxxxx, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials as needed; 13.5.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Materials and components; and 13.5.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx in writing. If the transition occurs for reasons other than Seller's termination for defaultDefault, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx Buyer will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts, and complete Transition Support.

Transition of Materials Following Termination or Expiration. Following expiration or termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by Xxxxx, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 13.4.1 Seller will continue production and delivery of all Materials materials as ordered by Xxxxx, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials materials as needed; 13.5.2 13.4.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Materials and components; and 13.5.3 13.4.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx in writing. If the transition occurs for reasons other than Seller's termination for default, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts.

Transition of Materials Following Termination or Expiration. Following expiration or notice of termination of the Agreement by either party for any reason (including termination by Seller) and notwithstanding any claimed or actual breach of any obligation by Xxxxx, Seller will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": 13.5.1 13.6.1 Seller will continue production and delivery of all Materials as ordered by Xxxxx, at the prices and other terms stated in the Agreement, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Materials as needed; 13.5.2 13.6.2 At no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller's manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Materials and components; and 13.5.3 13.6.3 Seller will provide overtime production, storage and/or management of extra inventory of Materials, extraordinary packaging and transportation and other special services as expressly requested by Xxxxx in writing. If the transition occurs for reasons other than Seller's termination for defaultDefault, Buyer will, at the end of the transition period, pay the reasonable, actual cost of the assistance provided under this Section, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx Buyer will pay the agreed portion to Seller, and Seller will accept the agreed portion without prejudice to Seller’s right to seek to recover any disputed amounts, and complete Transition Support.