Common use of Cancellation of Purchase Order Clause in Contracts

Cancellation of Purchase Order. ‌‌ (A) Purchaser may cancel this Purchase Order and refuse Delivery of the Products or other tender of performance, without payment or other obligation to Supplier, if: (a) the Products are not Delivered (or if Supplier has advised Purchaser that it will not be able to Deliver the Products) by or within three days after the Delivery Date without regard to whether or not the delay is caused by events or circumstances beyond Supplier's control, unless Purchaser has specifically agreed in writing to an extension or unless and to the extent Supplier can demonstrate that the delay was unavoidably the result of the negligence or wilful misconduct of Purchaser after the date hereof; (b) prior to the Delivery of the Products, Supplier breaches any of its obligations in Section 10 hereof or refuses to remove rejected goods or workmanship from the Products as reasonably requested by Purchaser pursuant to Section 12 hereof; or (c) prior to the Delivery of the Products, Supplier becomes insolvent, makes an assignment in bankruptcy, makes a general assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, custodian, or other person with similar power, of all or a portion of its assets or Supplier or its property or assets become the subject of any proceeding for the relief of creditors, which in the opinion of Purchaser would materially and adversely affect the ability of Supplier to perform or comply with its obligations hereunder. Supplier shall not be entitled to any monetary consideration (including payment of the Price) for termination by Purchaser in accordance with this Section 3(A). (B) Purchaser may, by notice in writing to Supplier at any time, without reason or cause and at its absolute discretion, cancel this Purchase Order, in whole or in part, and refuse Delivery of the Products or other tender of performance, in which event Purchaser will pay Supplier for any Products delivered but not yet paid for as well as Supplier’s direct out-of-pocket costs incurred to the date of termination, which are reasonably attributed to this Purchase Order (which, for the avoidance of doubt, shall not include an allowance for reasonable overhead or profit). (C) Upon cancellation of this Purchase Order, (a) Supplier shall cease production and supply of the Products and (b) Purchaser shall have the right to the work-in-progress of the Products, any materials acquired by Supplier to be incorporated into or used in the manufacturing of the Products and any Products manufactured to the date of cancellation, to the extent paid for by Purchaser, which Supplier shall deliver on Purchaser's instructions.

Cancellation of Purchase Order. ‌‌ (A) Purchaser may cancel this Purchase Order and refuse Delivery of the Products or other tender of performance, without payment or other obligation to Supplier, if: (a) the Products are not Delivered (or if Supplier has advised Purchaser that it will not be able to Deliver the Products) by or within three days after the Delivery Date without regard to whether or not the delay is caused by events or circumstances beyond Supplier's control, unless Purchaser has specifically agreed in writing to an extension or unless and to the extent Supplier can demonstrate that the delay was unavoidably the result of the negligence or wilful misconduct of Purchaser after the date hereof; (b) prior to the Delivery of the Products, Supplier breaches any of its obligations in Section 10 hereof or refuses to remove rejected goods or workmanship from the Products as reasonably requested by Purchaser pursuant to Section 12 13 hereof; or (c) prior to the Delivery of the Products, Supplier becomes insolvent, makes an assignment in bankruptcy, makes a general assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, custodian, or other person with similar power, of all or a portion of its assets or Supplier or its property or assets become the subject of any proceeding for the relief of creditors, which in the opinion of Purchaser would materially and adversely affect the ability of Supplier to perform or comply with its obligations hereunder. Supplier shall not be entitled to any monetary consideration (including payment of the Price) for termination by Purchaser in accordance with this Section 3(A). (B) Purchaser may, by notice in writing to Supplier at any time, without reason or cause and at its absolute discretion, cancel this Purchase Order, in whole or in part, and refuse Delivery of the Products or other tender of performance, in which event Purchaser will pay Supplier for any Products delivered but not yet paid for as well as Supplier’s direct out-of-pocket costs incurred to the date of termination, which are reasonably attributed to this Purchase Order (which, for the avoidance of doubt, shall not include an allowance for reasonable overhead or profit). (C) Upon cancellation of this Purchase Order, (a) Supplier shall cease production and supply of the Products and (b) Purchaser shall have the right to the work-in-progress of the Products, any materials acquired by Supplier to be incorporated into or used in the manufacturing of the Products and any Products manufactured to the date of cancellation, to the extent paid for by Purchaser, which Supplier shall deliver on Purchaser's instructions.

Cancellation of Purchase Order. ‌‌ (A) Purchaser PCYC may amend or cancel this any Purchase Order by providing LONZA written notice of such amendment or cancellation. If such amendment would result in an increase in such Purchase Order, LONZA shall not be obligated to accept such increase, but shall consider such amendment in good faith. In the event that PCYC decreases or cancels any Purchase Order, LONZA's sole and refuse Delivery exclusive remedy shall be as follows: PCYC shall reimburse LONZA for any non-cancelable, out- of-pocket costs for Materials reasonably incurred by LONZA in fulfilling such amended or canceled Purchase Order up to the time of LONZA's receipt of such notice of amendment or cancellation. Such reimbursement shall only be made to the Products or other tender extent of performance, without payment or other obligation to Supplier, if: (a) the Products costs that are not Delivered (or if Supplier has advised Purchaser that it will otherwise recoverable by LONZA. Title in all Materials for which PCYC so reimburses LONZA shall vest in PCYC. Such Materials shall not be able to Deliver used for any purpose other than the Products) by or within three days after the Delivery Date without regard to whether or not the delay is caused by events or circumstances beyond Supplier's controlManufacture of Products for PCYC hereunder, unless Purchaser has specifically otherwise agreed in writing by PCYC. At PCYC's request, all Materials paid for by PCYC under this Section 3.5 shall be shipped to an extension PCYC at PCYC's expense; and PCYC shall reimburse LONZA for its fixed costs for unused plant capacity reserved for the fulfillment of such amended or unless cancelled Purchase Order and to the extent Supplier can demonstrate that LONZA cannot otherwise utilize such plant capacity, provided that LONZA has made commercially reasonable, good faith efforts to otherwise utilize such plant capacity. A schedule setting forth the delay was unavoidably maximum amount payable for such unused plant capacity for each Product shall be included in the result applicable Product Appendix. Testing of Batches by LONZA. LONZA will test each Batch of Product in accordance with the applicable Test Methods and Product Specifications, and shall supply PCYC with a certificate of analysis confirming that such Batch meets the applicable Product Specifications and Packaging Specifications at the time of batch release if practicable, but in any event no later than with shipment of the negligence QC Sample. LONZA shall hold and store samples from each Batch in accordance with, and for the period required under, Section 6.3.1. If LONZA notices any testing or wilful misconduct material manufacturing discrepancies during the Manufacturing of Purchaser after a Product, LONZA shall promptly notify PCYC. PCYC may retest a Product as more fully set forth in Section 4.2 to confirm that it meets the date hereof; applicable Product Specifications and Packaging Specifications. LONZA Covenant. LONZA shall not (a) sell, provide or transfer any Product to any third party, nor (b) prior use, allow any third party to use nor otherwise dispose of any Product, except in each case as specifically set forth in this Agreement or as expressly authorized by PCYC in writing. PCYC shall retain all right, title and interest in and to the Delivery of the ProductsProducts Manufactured hereunder at all times, Supplier breaches any of subject to its obligations payment in Section 10 hereof or refuses to remove rejected goods or workmanship from full for the Products as reasonably requested by Purchaser pursuant to Section 12 hereof; or (c) prior to the Delivery of the Products, Supplier becomes insolvent, makes an assignment in bankruptcy, makes a general assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, custodian, or other person with similar power, of all or a portion of its assets or Supplier or its property or assets become the subject of any proceeding for the relief of creditors, which in the opinion of Purchaser would materially and adversely affect the ability of Supplier to perform or comply with its obligations hereunder. Supplier shall not be entitled to any monetary consideration (including payment of the Price) for termination by Purchaser in accordance with this Section 3(A). (B) Purchaser maySections 5.1 and 5.2. Material Supply Breach. If, by within [ *** ] following receipt of written notice in writing to Supplier at any time, without reason or cause and at its absolute discretion, cancel this Purchase Order, in whole or in part, and refuse Delivery of the Products or other tender of performance, in which event Purchaser will pay Supplier for any Products delivered but not yet paid for as well as Supplier’s direct out-of-pocket costs incurred to the date of termination, which are reasonably attributed to this Purchase Order (which, for the avoidance of doubt, shall not include an allowance for reasonable overhead or profit). (C) Upon cancellation of this Purchase Orderfrom PCYC that a Material Supply Breach has occurred, (a) Supplier shall cease production and supply of the Products and LONZA has failed to deliver to PCYC a plan detailing how LONZA will cure such Material Supply Breach to PCYC's satisfaction, or (b) Purchaser PCYC has accepted such plan to cure such Material Supply Breach and LONZA fails to adhere to such plan to PCYC's reasonable satisfaction, then in addition to any other rights that PCYC may have at law or equity, [ *** ]. If LONZA reasonably anticipates that there is a substantial likelihood that a Material Supply Breach will occur, then LONZA shall have promptly notify PCYC in writing thereof. Upon receipt of such notice, the right Parties shall promptly confer to discuss the work-in-progress circumstances and magnitude of the Productssuch potential Material Supply Breach, and to determine in good faith whether there are any reasonable steps that LONZA could take to avoid such Material Supply Breach. [ *** ] If PCYC cancels any Purchase Orders as described in this Section 3.8, then upon PCYC's request LONZA shall promptly, but no later than [ *** ] after receipt of PCYC's request, either (a) ship to PCYC or its designee, [ *** ], any materials acquired by Supplier PCYC Materials delivered to be incorporated into or used LONZA under Section 3.2.2 for use in Manufacturing such Product which have not been consumed in the manufacturing Manufacture of the Products and any Products manufactured to the date of cancellationsuch Product, to the extent paid for by Purchaser, which Supplier shall deliver on Purchaser's instructions.and/or [ *** ]