Common use of TRANSITION OF SUPPLY Clause in Contracts

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of any Order for whatever reason, Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the Order supply of Goods to Buyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change accomplish the transition from Seller to an alternate supplier of alternative seller, including without limitation the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplierseller; (vb) if and when requested by Xxxxx, Seller shall return provide a sufficient bank of goods covered by the Order to ensure the orderly transition to any alternative seller chosen by Buyer; and (c) Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (d) Buyer and shall comply with Seller’s obligations relating the alternative seller reserve the right to Seller’s Property in Section 21 access and in relation to subcontracts. 16.2 If actively participate during the resourcing disconnect or disassemble process for the Tooling, and the location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Buyer and Seller, Buyer ; and (e) Seller shall, at Buyer’s option: (i) assign to Buyer any or all supply contracts or Orders for raw material or components relating to the end of the transition periodOrder; (ii) sell to Buyer, pay at Seller’s reasonable out cost any or all perishable tooling and Goods inventory relating to the Order; and/or (iii) sell to Buyer any of pocket cost Seller’s property relating to the Order, at a price equal to the unamortized portion of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously has paid to Seller and for the remaining portioncost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. The term “alternative seller” expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Buyer-owned facility.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of any Purchase Order for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the Order supply of Goods to Buyer and under no circumstances will take steps to shut down the supply chain. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change accomplish the transition from Seller to an alternate supplier of alternative seller, including, without limitation, the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (iA) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource re-source the Purchase Order to an alternative supplierseller; (vB) if and when requested by Xxxxx, Seller shall return provide a sufficient bank of goods covered by the Purchase Order to ensure the orderly transition to any alternative seller chosen by Buyer; and (C) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property 's customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (D) Buyer and shall comply with Seller’s obligations relating the alternative seller reserve the right to Seller’s Property in Section 21 access and in relation to subcontracts. 16.2 If actively participate during the resourcing disconnect or disassemble process for the Buyer's Property, and the location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Buyer and Seller, Buyer ; and (E) Seller shall, at Buyer's option: (i) assign to Buyer any or all supply contracts or Purchase Orders for raw material or components relating to the end Purchase Order; (ii) sell to Buyer, at Seller's cost any or all perishable tooling and Supplies inventory relating to the Purchase Order; and/or (iii) sell to Buyer any of Seller's property relating to the transition periodPurchase Order, pay Seller’s reasonable out at a price equal to the unamortized portion of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously has paid to Seller and for the remaining portioncost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. The term "alternative seller" expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Seller.a Buyer-owned facility. 24)

TRANSITION OF SUPPLY. 16.1 13.1 In connection with the expiration, cancellation cancellation, nonperformance or termination of the Order Order, including by Buyer, in whole or in part, for any or no Cause or because of Buyer’s election to change or add to an alternate or new supplier of the Supplies Goods and Services or products (including a Buyer-owned or -operated operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s alternate or new supplier the responsibility for providing and delivering Supplies Goods and Services to Buyer. Seller shall continue production and delivery of all Supplies Goods and Services as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate or new supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Suppliesthe Goods and Services, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding allow Buyer to access and access to use Seller’s Intellectual Property, Seller’s property and Seller’s manufacturing or and service processprocesses, including on-site inspectionsincluding, CAD models, drawings, material supplier details, bill-of-material data, tooling and process detail and samples of Supplies products, goods and componentscomponents and on-site inspections; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative or new supplier; and (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 property and in relation to subcontractssubcontracts (collectively, “Transition Support”). 16.2 13.2 If the multi-sourcing or resourcing of the Supplies Goods and Services occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon XxxxxBuyer’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 22 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or termination of the Order by Buyer, in whole or in part, this Contract for any or reason, Xxxxxx agrees to take all actions necessary in order to ensure that there is no Cause or interruption in the supply of Goods to Buyer’s election . Without limiting the foregoing, Seller agrees to change take such actions as may be reasonably required (and requested) to an alternate transition the Goods from Seller to a successor supplier of including, without limitation, the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery provide a sufficient bank of all Supplies as ordered by BuyerGoods, at the prices and other terms stated in compliance with the terms of the Order, Purchase Order (without premium or other condition), during to ensure the entire period reasonably needed by Buyer to complete the orderly transition to the alternate supplier(s)successor supplier; (iib) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer or the successor supplier all Buyer’s Buyer Property and any other property furnished by or belonging to Buyer in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (c) and Seller shall comply with Seller’s obligations relating provide access to Seller’s Property in Section 21 premises, at a mutually acceptable date and in relation time, to subcontracts.Buyer and the successor supplier so that Buyer and such supplier can view and actively participate during the disconnect or disassembly process of Buyer Property; and (d) if requested by Xxxxx, at Buyer’s option, 16.2 If (i) assign to Buyer any or all supply contracts or contracts for raw material or components relating to this Contract, or (ii) sell to Buyer, at Seller’s cost, any or all perishable tooling and inventory relating to this Contract. For clarity, the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Sellerterm “successor supplier” expressly includes, and is not limited to, Buyer shall, at or any other entity in the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to SellerGroup.

TRANSITION OF SUPPLY. 16.1 In connection with 17.1 Upon the expiration, cancellation expiration or earlier termination of the any Purchase Order by Buyerfor whatever reason, in whole or in partwithout reason, for any or no Cause or BuyerXxxxx’s election to change to an alternate supplier of the Supplies Products (including a Buyer-owned or -operated facility) ), whether in response to Seller’s request or otherwise, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Products to Buyer. Among other things, Xxxxxx agrees to promptly take such actions as may be reasonably required by Xxxxx to accomplish the transition from Seller to an alternative seller, including the following (“Transition Support”): (i) Seller shall will give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies Products to Buyer. . (ii) Seller shall will continue production and delivery of all Supplies Products as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate thesuccessor supplier(s); ; (iiiii) subject Seller will provide a sufficient bank of Products to Sellerensure that the transition to any alternative seller chosen by Xxxxx will proceed smoothly, as reasonably determined by the Buyer. At Buyer’s reasonable capacity constraintsrequest, Seller shall provide special overtime production, will assure proper storage and/or management for the bank of extra inventory Products and deliver Products at the prices and in compliance with the terms of Supplies, extraordinary packaging the Purchase Order and transportation and other special services Releases from the Buyer. (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iiiiv) at no additional cost to Buyer, Seller shall will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and tooling, process detail detail, and samples of Supplies Products and their components; ; (ivv) Seller shall will promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative a successor supplier; and (vvi) if and when requested by Xxxxx, Seller shall will return to Buyer all Buyer’s Property (as defined below) in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s obligations relating to Seller’s Property in Section 21 19 and in relation to subcontracts. 16.2 If 17.2 In the resourcing event Seller requests that Buyer re-source the Products from Seller to a new supplier in part or in whole, Buyer may in its sole and absolute discretion refuse such request for any reason, including a refusal of such request at the direction of Xxxxx’s Customer, in which case Seller must fully and faithfully perform its obligations for the remaining term of the Supplies occurs Purchase Order. In the event Buyer elects to re-source the Products to a new supplier in accordance with Seller’s request or Seller’s failure to timely meet its obligations under the Purchase Order, Seller will: (a) cooperate in all respects with the transition to the new supplier including, allowing Buyer, the new supplier and/or their respective agents to inspect the then current production processes being utilized at Seller’s facility, granting to the new supplier a non-exclusive, royalty-free license to use any prints, drawings, specifications, or other technology reasonably necessary (in Buyer’s sole determination) for reasons other than in connection with the new supplier to manufacture and sell Products to Buyer, and the removal from Seller’s facilities of all Buyer Property (including manuals, logs, and the like); (b) reimburse Buyer upon request for any PPAP costs that it may incur as a termination for Cause or at the request of Seller, Buyer shall, at the end result of the transition period, re-sourcing; (c) pay Seller’s reasonable out to Buyer the present value of pocket cost any increased price for the Products over the expected life of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer the program prior to incurring such amounts the time of its good faith estimate re-source; and (d) fully comply with the provisions of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to SellerSection 17.1.

TRANSITION OF SUPPLY. 16.1 (a) In connection with the expiration, cancellation or termination of the Order Contract by Buyereither party, in whole or in part, for any or no Cause or Buyercause (including, without limitation, Purchaser’s election decision to change to an alternate supplier source for manufacture of the Supplies (including whether or not to a BuyerPurchaser-owned or -operated operated facility) whether in response to Seller’s request or otherwise), (i) Seller shall give Buyer its full and prompt cooperation as set forth herein fully cooperate in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyertransition of supply. Seller shall will continue production and delivery of all Supplies as ordered by BuyerPurchaser, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); other (iib) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at At no additional cost to BuyerPurchaser, Seller shall will promptly provide all requested information and documentation regarding regarding, and access to to, Seller’s manufacturing or service process, including on-site inspections, bill-of-of material data, tooling and process detail and samples of Supplies and components; (iv) . Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer Purchaser to resource the Purchase Order to an alternative supplier; . (vc) if If and when requested by XxxxxXxxxxxxxx, Seller shall will return to Buyer Purchaser all BuyerPurchaser’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s obligations relating to Seller’s Property in Section 21 these terms and in relation to subcontracts. 16.2 (d) If the resourcing resource of the Supplies occurs for reasons other than in connection with a Seller’s termination for Cause or at the request of Sellerbreach, Buyer shallPurchaser will, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested and incurred, provided that that, upon Xxxxx’s request, Seller has advised Buyer Purchaser prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall Purchaser will pay the undisputed agreed portion to Seller and pay the remaining portiondisputed portion into third-party escrow for disbursement by arbitration. (e) In the case of termination, if anySeller shall provide all reasonable cooperation and assistance to transition the business to Purchaser’s designated successor Seller. Seller will timely and fully carry out all other actions necessary or helpful to ensure an orderly transition including, promptly following but not limited to bank builds or other actions as directed by Purchaser or Purchaser’s customer, and full knowledge transfer to the binding determination successor Seller. Seller will act in a manner that is respectful of the successor Seller, and help to ensure continuity of, and minimizes any adverse impact on Purchaser and its customer. Seller will not be entitled to any additional or new compensation in connection with development or execution of the transfer. Seller’s obligations under this Section shall be absolute and such obligations may not be withheld or conditioned by an arbitrator that such amount is due to SellerSeller for any reason whatsoever, including, but not limited to, any disputes among the parties for payments or otherwise.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of the Order Contract for whatever reason, Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Products to Purchaser. In addition to all other obligations of Seller hereunder, Xxxxxx agrees to take such actions as may be reasonably requested by Buyer, in whole or in part, for any or no Cause or Buyer’s election Purchaser to change accomplish the transition from Seller to an alternate supplier of alternative seller, including the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller provide a sufficient bank of goods covered by the Purchase Order to Buyer’s new supplier ensure the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the orderly transition to the alternate supplier(s)any alternative seller chosen by Purchaser; (iib) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide Purchaser all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples any other property furnished by or belonging to Purchaser or any of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all BuyerPurchaser’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (c) Purchaser reserves the right to access and shall comply with Selleractively participate during the disconnect or disassemble process for the Purchaser’s obligations relating to Seller’s Property in Section 21 Property, and in relation to subcontracts. 16.2 If the resourcing location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Purchaser and Seller, Buyer ; and (d) Seller shall, at Purchaser’s option: (i) assign to Purchaser any or all supply contracts or Purchase Orders for raw material or components relating to the end Purchase Order; (ii) sell to Purchaser, at Seller’s cost, any or all perishable tooling and Products inventory relating to the Purchase Order; and/or (iii) sell to Purchaser any of Seller’s property necessary to perform under the Purchase Order, at a price equal to the lower of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate fair market value of such costs. If property or the parties disagree on net book value of such property less any amounts Purchaser has paid to Seller for the cost of Transition Supportsuch property. Unless otherwise agreed to by Purchaser in writing, Buyer Seller, at its sole expense, shall pay furnish, keep in good condition, and replace when necessary all machinery, equipment, tools and other property or items necessary to perform under the undisputed portion to Purchase Order. Seller and shall provide documentation supporting the remaining portionoriginal cost of any such property. The term “alternative seller” expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Purchaser-owned facility or Purchaser or any Affiliate thereof.

TRANSITION OF SUPPLY. 16.1 In connection with 17.1 Upon the expiration, cancellation expiration or earlier termination of the any Purchase Order by Buyerfor whatever reason, in whole or in partwithout reason, for any or no Cause or BuyerXxxxx’s election to change to an alternate supplier of the Supplies Products (including a Buyer-owned or -operated facility) ), whether in response to Seller’s request or otherwise, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Products to Buyer. Among other things, Xxxxxx agrees to promptly take such actions as may be reasonably required by Xxxxx to accomplish the transition from Seller to an alternative seller, including the following (“Transition Support”): (i) Seller shall will give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies Products to Buyer. . (ii) Seller shall will continue production and delivery of all Supplies Products as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer Xxxxx to complete the transition to the alternate successor supplier(s); ; (iiiii) subject Seller will provide a sufficient bank of Products to Sellerensure that the transition to any alternative seller chosen by Xxxxx will proceed smoothly, as reasonably determined by the Buyer. At Buyer’s reasonable capacity constraintsrequest, Seller shall provide special overtime production, will assure proper storage and/or management for the bank of extra inventory Products and deliver Products at the prices and in compliance with the terms of Supplies, extraordinary packaging the Purchase Order and transportation and other special services Releases from the Buyer. (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iiiiv) at no additional cost to Buyer, Seller shall will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and tooling, process detail detail, and samples of Supplies Products and their components; ; (ivv) Seller shall will promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative a successor supplier; and (vvi) if and when requested by Xxxxx, Seller shall will return to Buyer all Buyer’s Property (as defined below) in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s obligations relating to Seller’s Property in Section 21 19 and in relation to subcontracts. 16.2 If 17.2 In the resourcing event Seller requests that Buyer re-source the Products from Seller to a new supplier in part or in whole, Buyer may in its sole and absolute discretion refuse such request for any reason, including a refusal of such request at the direction of Xxxxx’s Customer, in which case Seller must fully and faithfully perform its obligations for the remaining term of the Supplies occurs Purchase Order. In the event Buyer elects to re-source the Products to a new supplier in accordance with Seller’s request or Seller’s failure to timely meet its obligations under the Purchase Order, Seller will: (a) cooperate in all respects with the transition to the new supplier including, allowing Buyer, the new supplier and/or their respective agents to inspect the then current production processes being utilized at Seller’s facility, granting to the new supplier a non-exclusive, royalty-free license to use any prints, drawings, specifications, or other technology reasonably necessary (in Buyer’s sole determination) for reasons other than in connection with the new supplier to manufacture and sell Products to Buyer, and the removal from Seller’s facilities of all Buyer Property (including manuals, logs, and the like); (b) reimburse Buyer upon request for any PPAP costs that it may incur as a termination for Cause or at the request of Seller, Buyer shall, at the end result of the transition period, re-sourcing; (c) pay Seller’s reasonable out to Buyer the present value of pocket cost any increased price for the Products over the expected life of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer the program prior to incurring such amounts the time of its good faith estimate re-source; and (d) fully comply with the provisions of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to SellerSection 17.1.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of any Order for whatever reason, Xxxxxx agrees to take such action as may be reasonably required by Purchaser to accomplish the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change transition from Seller to an alternate supplier of alternative seller, including, without limitation the Supplies (including actions set forth below. The term "alternative seller" expressly includes, but is not limited to, a Buyer-facility owned or -operated facility) whether in response to Seller’s request operated by Purchaser or otherwise, its Affiliates. (i1) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller provide all notices necessary or desirable for Purchaser to Buyer’s new supplier resource the responsibility for providing and delivering Supplies Order to Buyer. an alternative seller. (2) Seller shall continue the uninterrupted production and delivery of all Supplies as ordered Goods covered by Buyerthe Order, at the prices prices, quantities and on the other terms stated in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer Purchaser to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested any alternative seller chosen by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service processXxxxxxxxx, including on-site inspectionsby providing a sufficient bank of Goods, bill-of-material dataas determined by Purchaser, tooling and process detail and samples of Supplies and components; to ensure that the transition to any alternative seller chosen by Purchaser will proceed smoothly. (iv3) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer Purchaser all BuyerBailed Property and any other property furnished by or belonging to Purchaser or any of Purchaser’s Property Customers in as good as condition as when received by Seller (Seller, reasonable wear and tear excepted. (4) and shall comply with Seller shall, at Purchaser’s option, (i) assign to Purchaser any or all supply contracts or orders for raw material or components relating to the Order, (ii) sell to Purchaser, at Seller’s obligations cost, any or all inventory and work in process relating to the Order and (iii) sell to Purchaser, at the unamortized portion of the cost of such items, less any amounts Purchaser previously has paid to Seller for the cost of such items, any or all Seller’s Property in relating to the Order (see Section 21 and in relation to subcontracts22). 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 (a) In connection with the expirationBuyer’s termination or non-renewal of this Order, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election other decision to change to an source the Goods and/or the Services from any alternate supplier supplier(s), Seller will cooperate with Buyer in the transition of supply of the Supplies (Goods and/or the Services, including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, the following: (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall will continue production and delivery of all Supplies Goods and/or Services as ordered by Buyer, at the prices and other terms stated in compliance with the terms of the this Order, 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 the Goods and/or Services as needed; (ii) 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 the Goods and/or Services and components; and (iii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Suppliesthe Goods, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 (b) If the resourcing transition of the Supplies supply occurs for reasons other than in connection with a Buyer’s termination for Cause of this Order pursuant to paragraphs 25 or at the request of Seller26, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested by Xxxxx and incurred by Seller, provided that upon XxxxxBuyer has approved Seller’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion costs prior to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that incurring such amount is due to Selleramounts.

TRANSITION OF SUPPLY. 16.1 a. In connection with the expiration, cancellation or termination of the Purchase Order by Buyereither party, in whole or in part, for any or no Cause or Buyercause (including, without limitation, Constellium’s election decision to change to an alternate supplier source for manufacture of the Supplies (including Products whether or not to a BuyerConstellium-owned or -operated operated facility) whether ), Seller must cooperate in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyertransition of supply. Seller shall will continue production and delivery of all Supplies Products as ordered by BuyerConstellium, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer Constellium to complete the transition to the alternate supplier(s); (ii) subject . Subject to Seller’s reasonable capacity constraints, Seller shall will provide special overtime production, storage and/or management of extra inventory of SuppliesProducts, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer Constellium in writing; (iii) at . b. At no additional cost to BuyerConstellium, Seller shall will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-xxxx- of-material data, tooling and process detail and samples of Supplies Products and components; (iv) . Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer Constellium to resource the Order to Products from an alternative supplier; (v) if . c. If and when requested by XxxxxConstellium, Seller shall will return to Buyer Constellium all BuyerConstellium’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s other obligations relating to Constellium’s Property and Seller’s Property in Section 21 these Terms and Conditions and in relation to subcontracts. 16.2 d. If the resourcing resource of the Supplies Products occurs for reasons other than in connection with a Seller’s termination for Cause or at the request of Sellerbreach, Buyer shallConstellium will, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested and incurred, provided that that, upon Xxxxx’s request, Seller has advised Buyer Constellium prior to incurring such amounts of its good faith estimate of such costs. If the parties Parties disagree on the cost of Transition Support, Buyer shall Constellium will pay the undisputed agreed portion to Seller and the remaining portion, if any, parties will work in good faith to resolve the disagreement as promptly following the binding determination by an arbitrator that such amount is due to Selleras possible.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of any Contract for whatever reason, Xxxxxx agrees to take all actions necessary in order to ensure that there is no interruption in the Order supply of Products and Services to Buyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change accomplish the transition from Seller to an alternate supplier of alternative seller, including without limitation the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order Contract to an alternative supplierseller; (vb) if and when requested by Xxxxx, Seller shall return provide a sufficient bank of goods covered by the Contract to ensure the orderly transition to any alternative seller chosen by Buyer; and (c) Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (d) Buyer and shall comply with Sellerthe alternative seller reserve the right to access and actively participate during the disconnect or disassemble process for the Buyer’s obligations relating to Seller’s Property in Section 21 Property, and in relation to subcontracts. 16.2 If the resourcing location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Buyer and Seller, Buyer ; and (e) Seller shall, at Buyer’s option: (i) assign to Buyer any or all supply contracts or contracts for raw material or components relating to the end of the transition periodContract; (ii) sell to Buyer, pay at Seller’s reasonable out cost any or all perishable tooling and inventory relating to the Contract; and/or (iii) sell to Buyer any of pocket cost Seller’s property relating to the Contract, at a price equal to the unamortized portion of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously has paid to Seller and for the remaining portioncost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. The term “alternative seller” expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Buyer-owned facility.

TRANSITION OF SUPPLY. ETAS Embedded Systems Canada Inc, North American Terms and Conditions of Purchase 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, , (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 22 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Purchase Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering the Supplies to Buyer. Seller shall shall: (i) continue production and delivery of all the Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s) (“Transition Support”); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and componentscomponents and allow Buyer, the new supplier and/or their respective agents to inspect the then current production processes being utilized at Seller's facility, grant to the new supplier a non-exclusive, royalty-free license to use any technology reasonably necessary (in Buyer’s sole determination) for the new supplier to manufacture and sell the Supplies to Buyer, and remove from Seller’s facilities all Buyer-owned tooling (including manuals, logs and the like); (iii) reimburse Buyer for any (Product Part Approval Process “PPAP”) costs that it may incur as a result of the resourcing, if applicable; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative supplier; and (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 20 and in relation to subcontracts. 16.2 . If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon XxxxxBuyer’s requestrequest for Transition Support, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of this Agreement for whatever reason, Seller agrees to take commercially reasonable actions in order to minimize the Order prospect of an interruption in the supply of Goods to Buyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change accomplish the transition from Seller to an alternate supplier of alternative supplier, including without limitation the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative supplier; . (vb) if and when requested Seller shall provide a sufficient bank of Goods to ensure that the transition to any alternative supplier chosen by XxxxxBuyer will proceed smoothly, as reasonably determined by Buyer. At Buyer’s request, Seller shall return assure proper storage for the bank of Goods. (c) Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted. Buyer and the alternative supplier reserve the right to access and actively participate during the disconnect or disassemble process for the property. (d) and shall comply with Seller shall, at Buyer’s option: (i) assign to Buyer any or all supply contracts or purchase orders for raw material or components relating solely to the Agreement; (ii) sell to Buyer, at Seller’s obligations cost, any or all perishable tooling and Goods inventory relating solely to the Agreement; and/or (iii) sell to Buyer any of Seller’s Property in Section 21 and in relation relating solely to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shallAgreement, at a price equal to the end unamortized portion of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously paid to Seller for the cost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. (e) Seller shall cooperate with Buyer and perform a reasonable tooling and property exit process as a standard course of conducting business. Seller also agrees to provide all reasonable information requested or required by Buyer for the remaining portiontransition. (f) The term “alternative supplier” expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Buyer-owned facility.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer Xxxxx in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.

TRANSITION OF SUPPLY. 16.1 (a) In connection with the expirationXxxxx’s termination or non-renewal of this Agreement, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election other decision to change to an source the Goods and/or the Services from any alternate supplier supplier(s), Seller will cooperate with Buyer in the transition of supply of the Supplies (Goods and/or the Services, including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, the following: (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall will continue production and delivery of all Supplies Goods and/or Services as ordered by Buyer, at the prices and other terms stated in compliance with the terms of the Orderthis 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 the Goods and/or Services as needed; (ii) 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 the Goods and/or Services and components; and (iii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Suppliesthe Goods, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 (b) If the resourcing transition of the Supplies supply occurs for reasons other than in connection with a Buyer’s termination for Cause of this Agreement pursuant to paragraphs 25 or at the request of Seller26, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested by Xxxxx and incurred by Seller, provided that upon XxxxxBuyer has approved Seller’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion costs prior to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that incurring such amount is due to Selleramounts.

TRANSITION OF SUPPLY. 16.1 In connection with (a) The Buyer and Seller acknowledge and agree that, where the expirationGoods represent materials or components that will be incorporated into or used in the production of Goods that will be incorporated into motor vehicles, cancellation or termination any disruption in the supply of Goods would materially and irreparably harm Buyer and Xxxxx’s customers and that any resourcing of the Goods by Buyer to an alternative source would require significant time, effort, cost and resources. Accordingly, in the event the Order expires or is terminated by Buyereither party for any reason, in whole or in part, for any or no Cause or Buyer’s election and/or Buyer decides to change to an alternate supplier source of the Supplies Goods (including but not limited to a Buyer-owned or -operated facility) whether (“Alternative Supplier”), Seller will cooperate in response to Seller’s request or otherwisethe transition of supply, including the following (collectively, "Transition Support"): (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall will continue production and delivery of all Supplies Goods as ordered by Buyer, at the prices and other terms stated in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate alternative supplier(s), such that Seller's action or inaction causes no interruption in Buyer's ability to obtain Goods as needed; (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall will (A) promptly provide all requested information and documentation regarding and access to Seller’s 's manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies Goods and components; (ivB) Seller shall promptly will provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplierAlternative Supplier; (vC) if and when requested by XxxxxBuyer, Seller shall will return to Buyer all Buyer’s 's Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.; and

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of the Order by BuyerAgreement for whatever reason, Seller agrees to take all actions necessary to ensure that there is no interruption in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier the supply of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Among other things, Seller shall continue production and delivery of all Supplies agrees to take such action as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period may be reasonably needed required by Buyer to complete accomplish the transition from Seller to an alternative seller, including, without limitation, the alternate supplier(s); following: (iia) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order Agreement to an alternative supplierseller; (vb) if and when requested by Xxxxx, Seller shall return provide a sufficient bank of Supplies to ensure that the transition to any alternative seller chosen by Buyer will proceed smoothly, as reasonably determined by Buyer. At the Buyer's request, the Seller shall assure proper storage for the bank of Supplies, and deliver Supplies per standard releases from the Buyer; (c) Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property 's Customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted) . Buyer and shall comply with Seller’s obligations relating the alternative seller reserve the right to Seller’s Property in Section 21 access and in relation actively participate during the disconnect or disassemble process of any property furnished to subcontracts. 16.2 If the resourcing Seller by Buyer. The location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Buyer and Seller, Buyer ; (d) Seller shall, at Buyer's option: (1) assign to Buyer any or all supply contracts or Agreements for raw material or components relating to the end Agreement; (2) sell to Buyer, at Seller's cost, any perishable tooling and Supplies inventory relating to the Agreement; and/or (3) sell to Buyer any of Seller's property relating to the transition periodAgreement, pay Seller’s reasonable out at a price equal to the unamortized portion of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously has paid to Seller for the cost of such items. Seller shall provide documentation supporting the original cost of any unamortized items; (e) Seller shall cooperate with Buyer and perform a reasonable tooling and property exit process as a standard course of conducting business. Among other things, Seller shall conform to the remaining portionterms of Buyer's tool move process. Seller also agrees to provide all information requested or required by Buyer for the transition; and (f) the term "alternative seller" expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Buyer-owned facility.

TRANSITION OF SUPPLY. 16.1 In connection with a. Upon the expiration, cancellation expiration or earlier termination of any Purchase Order for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the Order supply of goods to Buyer. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer, in whole or in part, for any or no Cause or Buyer’s election Buyer to change to an alternate supplier of accomplish the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning transition from Seller to Buyer’s new supplier an alternative seller, including without limitation the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, following: b. Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Purchase Order to an alternative supplier; (v) if seller. c. Seller hereby agrees that Buyer may disclose and when requested by Xxxxx, use Seller’s drawings and specifications in furtherance of a transition to an alternative seller. d. Seller shall return provide a sufficient bank of goods to ensure that the transition to any alternative seller chosen by Buyer will proceed smoothly, as reasonably determined by the Buyer. At the Buyer's request, the Seller shall assure proper storage for the bank of goods, and deliver goods per standard releases from the Buyer. e. Seller shall provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer’s Property 's customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted) . Buyer and the alternative seller reserve the right to access and actively participate during the disconnect or disassemble process for the Buyer property. The location, time and date of the exit shall comply with be mutually agreeable between the Buyer and Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer f. Seller shall, at Buyer's option: (i) assign to Buyer any or all supply contracts or Purchase Orders for raw material or components relating to the end Purchase Order; (ii) sell to Buyer, at Seller's cost any or all perishable tooling and inventory relating to the Purchase Order; and/or (iii) sell to Buyer any of Seller's property relating to the transition periodPurchase Order, pay Seller’s reasonable out at a price equal to the unamortized portion of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, such items less any amounts Buyer shall pay the undisputed portion previously has paid to Seller and for the remaining portioncost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. g. The term "alternative seller" expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Buyer owned facility.

TRANSITION OF SUPPLY. 16.1 (a) In connection with the expiration, cancellation or termination of the Order by Buyereither party, in whole or in part, for any or no Cause or cause (including, without limitation, Buyer’s election decision to change to an alternate supplier source for manufacture of the Supplies (including whether or not to a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise), (i) Seller shall give Buyer its full and prompt cooperation as set forth herein cooperate in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyertransition of supply. Seller shall will continue production and delivery of all Supplies as ordered by BuyerXxxxx, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(sSeller(s); (ii) subject . Subject to Seller’s reasonable capacity constraints, Seller shall will provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer Xxxxx in writing; . (iiib) at no additional cost to Buyer, Seller shall will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) . Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; Seller. (vc) if If and when requested by Xxxxx, Seller shall Xxxxxx will return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s obligations relating to Seller’s Property in Section 21 these terms and in relation to subcontracts. 16.2 (d) If the resourcing resource of the Supplies occurs for reasons other than in connection with a Seller’s termination for Cause or at the request of Sellerbreach, Buyer shallwill, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested and incurred, provided that that, upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall Xxxxx will pay the undisputed agreed portion to Seller and pay the remaining portiondisputed portion into third-party escrow for disbursement by arbitration. In no event may Seller delay the release, if anyconveyance, promptly following the binding determination by an arbitrator that such amount transfer or shipment of Buyer’s property or any Supplies until payment is due to Sellermade.

TRANSITION OF SUPPLY. 16.1 In connection with Upon the expiration, cancellation expiration or earlier termination of the Order Contract for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Products to Purchaser. In addition to all other obligations of Seller hereunder, Seller agrees to take such actions as may be reasonably requested by Buyer, in whole or in part, for any or no Cause or Buyer’s election Purchaser to change accomplish the transition from Seller to an alternate supplier of alternative seller, including the Supplies following: (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (ia) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller provide a sufficient bank of goods covered by the Purchase Order to Buyer’s new supplier ensure the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the orderly transition to the alternate supplier(s)any alternative seller chosen by Purchaser; (iib) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide Purchaser all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples any other property furnished by or belonging to Purchaser or any of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all BuyerPurchaser’s Property customers in as good a condition as when received by Seller (Seller, reasonable wear and tear excepted; (c) Purchaser reserves the right to access and shall comply with Selleractively participate during the disconnect or disassemble process for the Purchaser’s obligations relating to Seller’s Property in Section 21 Property, and in relation to subcontracts. 16.2 If the resourcing location, time and date of the Supplies occurs for reasons other than in connection with a termination for Cause or at exit shall be mutually agreeable between the request of Purchaser and Seller, Buyer ; and (d) Seller shall, at Purchaser’s option: (i) assign to Purchaser any or all supply contracts or Purchase Orders for raw material or components relating to the end Purchase Order; (ii) sell to Purchaser, at Seller’s cost, any or all perishable tooling and Products inventory relating to the Purchase Order; and/or (iii) sell to Purchaser any of Seller’s property necessary to perform under the Purchase Order, at a price equal to the lower of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate fair market value of such costs. If property or the parties disagree on net book value of such property less any amounts Purchaser has paid to Seller for the cost of Transition Supportsuch property. Unless otherwise agreed to by Purchaser in writing, Buyer Seller, at its sole expense, shall pay furnish, keep in good condition, and replace when necessary all machinery, equipment, tools and other property or items necessary to perform under the undisputed portion to Purchase Order. Seller and shall provide documentation supporting the remaining portionoriginal cost of any such property. The term “alternative seller” expressly includes, if anybut is not limited to, promptly following the binding determination by an arbitrator that such amount is due to Sellera Purchaser-owned facility or Purchaser or any Affiliate thereof.

TRANSITION OF SUPPLY. 16.1 a. In connection with the expiration, cancellation or termination of the Purchase Order by Buyereither party, in whole or in part, for any or no Cause or Buyercause (including, without limitation, Constellium’s election decision to change to an alternate supplier source for manufacture of the Supplies (including Products whether or not to a BuyerConstellium-owned or -operated operated facility) whether ), Seller must cooperate in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyertransition of supply. Seller shall will continue production and delivery of all Supplies Products as ordered by BuyerConstellium, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer Constellium to complete the transition to the alternate supplier(s); (ii) subject . Subject to Seller’s reasonable capacity constraints, Seller shall will provide special overtime production, storage and/or management of extra inventory of SuppliesProducts, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer Constellium in writing; (iii) at . b. At no additional cost to BuyerConstellium, Seller shall will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-bill- of-material data, tooling and process detail and samples of Supplies Products and components; (iv) . Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer Constellium to resource the Order to Products from an alternative supplier; (v) if . c. If and when requested by XxxxxConstellium, Seller shall Xxxxxx will return to Buyer Constellium all BuyerConstellium’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall will comply with Seller’s other obligations relating to Constellium’s Property and Seller’s Property in Section 21 these Terms and Conditions and in relation to subcontracts. 16.2 d. If the resourcing resource of the Supplies Products occurs for reasons other than in connection with a Seller’s termination for Cause or at the request of Sellerbreach, Buyer shallConstellium will, at the end of the transition period, pay Seller’s reasonable out of pocket the reasonable, actual cost of Transition Support as requestedrequested and incurred, provided that that, upon Xxxxx’s request, Seller has advised Buyer Constellium prior to incurring such amounts of its good faith estimate of such costs. If the parties Parties disagree on the cost of Transition Support, Buyer shall Constellium will pay the undisputed agreed portion to Seller and the remaining portion, if any, parties will work in good faith to resolve the disagreement as promptly following the binding determination by an arbitrator that such amount is due to Selleras possible.

TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies Goods (including a Buyer-owned or -operated –operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies Goods to Buyer. Seller shall (i) continue production and delivery of all Supplies Goods as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, billxxxx-of-material data, tooling and process detail and samples of Supplies Goods and componentscomponents (collectively, “Transition Support”); (iviii) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts. 16.2 . If the resourcing of the Supplies Goods occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon XxxxxBuyer’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator that such amount is due to Seller.