Common use of Completion of Transition Clause in Contracts

Completion of Transition. (a) Solectron reserves the right to monitor, test and otherwise observe and participate in the Transition. IBM will notify Solectron promptly if any Solectron monitoring, testing or participation has caused (or IBM expects Solectron/IBM Confidential * Omitted and filed separately with the SEC pursuant to a confidential treatment request it to cause) a problem or delay in the Transition and work with Solectron to prevent or circumvent the problem or delay. (b) Solectron may elect to suspend the Transition at any time, including in the event the Transition is not proceeding substantially in accordance with the requirements of the approved Transition Plan or is causing unplanned disruptions or other material adverse effects to Solectron’s (or its Affiliates’) businesses. During any suspension period, IBM will continue to perform the Services as required under the Agreement in the manner the Services were performed prior to the commencement of the applicable phase of the Transition. Suspension of the Transition, where caused by IBM’s failure to perform material obligations in respect of the Transition in accordance with the requirements of the approved Transition Plan or the Agreement, will be at no additional charge to Solectron and will continue until IBM demonstrates, to Solectron’s reasonable satisfaction, that IBM is ready to comply with such requirements and/or end any disruptions or adverse effects. IBM will be responsible, at no additional expense, for achieving the Transition schedule notwithstanding the suspension; provided, however, that if Solectron suspends or stops the Transition due to no fault of IBM, and if the suspension would cause IBM to incur incremental costs or expenses, IBM may so notify Solectron, providing a good faith estimate of such costs and expenses IBM expects to incur. In that case, Solectron’s right to continue the suspension will be subject to Solectron agreeing to reimburse IBM for its incremental costs and expenses incurred as a direct result of the suspension (c) Delays In Transition Notwithstanding any other provision of this Agreement, if there are delays to the Transition, Solectron shall have the right to terminate this Agreement as specified below: (i) If the delays, whether or not material, to the Transition are due to the fault of IBM and constitute a material breach, Solectron shall have the right, subject to IBM’s right to cure such delay within 15 days of notice from Solectron, to terminate this Agreement pursuant to Section 11.3(c). (ii) If the material delays to the Transition are due to the actions or failures of Solectron, its Affiliates or their contractors, as described in Section 5.3 (Savings Clause), Solectron shall have the right to terminate this Agreement pursuant to Section 11.3(c). Solectron shall be responsible for the applicable Wind Down Costs, Unamortized Costs [*], if any, as set forth in Schedule C (Charges). Solectron/IBM Confidential

Completion of Transition. (a) Solectron Triple-S reserves the right to monitor, test and otherwise observe and participate in the Transition. IBM Supplier will notify Solectron promptly Triple-S without delay if any Solectron Triple-S monitoring, testing or participation has caused (or IBM Supplier expects Solectron/IBM Confidential * Omitted and filed separately with the SEC pursuant to a confidential treatment request it to cause) a problem or delay in the Transition and work with Solectron Triple-S to prevent or circumvent the problem or delay. . Supplier will not be responsible for any problems or delays caused by any Triple-S monitoring, testing or participation in the Transition (provided Supplier notifies Triple-S that such monitoring, testing or participation may or does cause problems or delays). (b) Solectron Triple-S may elect at its reasonable discretion to suspend the or delay a Transition activity at any time, including in the event the such Transition activity is not proceeding substantially in accordance with the requirements of the approved Transition Project Plan and other Transition Documents or is causing unplanned disruptions or other material adverse effects to Solectron’s Triple-S (or its Affiliates’) businesses). During any suspension or delay period, IBM Supplier, as practicable, will continue to perform the Services as required under the this Agreement in the manner the Services were performed prior to the commencement of the applicable phase of the TransitionTransition activity. Suspension or delay of the Transitiona Transition activity, where caused by IBMarising out of Supplier’s failure to perform material obligations in respect of the Transition in accordance with the requirements of the approved Transition Plan Documents or the this Agreement, will will, except as set forth in Section 11.7(a), be at no additional charge to Solectron Triple-S and will continue until IBM Supplier demonstrates, to SolectronTriple-S’s reasonable satisfaction, that IBM Supplier is ready to comply with such requirements and/or end any disruptions or adverse effects. IBM Supplier will be responsible, at no additional its own expense, for achieving the Transition schedule notwithstanding the suspensionsuspension or delay; provided, however, that if Solectron Triple-S suspends or stops the delays a Transition activity due to no fault of IBMSupplier, and if the suspension or delay would cause IBM Supplier to incur incremental costs or reasonable additional expenses, IBM the deadlines for Transition will be equitably extended to account for Triple-S’s suspension or delay and Supplier may so notify SolectronTriple-S, providing a good faith estimate of such costs and expenses IBM Supplier expects to incur. In that such case, SolectronTriple-S’s right to continue the suspension or delay will be subject to Solectron Triple-S agreeing to reimburse IBM Supplier for its incremental costs and such reasonable additional expenses incurred as a direct result of the suspension (c) Delays In Transition Notwithstanding any other provision of this Agreement, if there are delays to the Transition, Solectron shall have the right to terminate this Agreement as specified below: (i) If the delays, whether suspension or not material, to the Transition are due to the fault of IBM and constitute a material breach, Solectron shall have the right, subject to IBM’s right to cure such delay within 15 days of notice from Solectron, to terminate this Agreement pursuant to Section 11.3(c)delay. (ii) If the material delays to the Transition are due to the actions or failures of Solectron, its Affiliates or their contractors, as described in Section 5.3 (Savings Clause), Solectron shall have the right to terminate this Agreement pursuant to Section 11.3(c). Solectron shall be responsible for the applicable Wind Down Costs, Unamortized Costs [*], if any, as set forth in Schedule C (Charges). Solectron/IBM Confidential