Common use of Disposition of the Work Clause in Contracts

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and Raw Materials, Work-in-Process and Finished Goods and use or dispose of the same in any manner Contractor may elect, and any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. In such case, the fair market value of any Deliverable Items or Deliverable Items, Raw Materials, Work-in-Process and Finished Goods used or disposed of by Contractor shall be set-off against Purchaser’s termination liability under Article 23.2.2. Upon completion of all payments to Contractor in accordance with Article 23.2.2, Purchaser may require Contractor to transfer title and risk of loss to Purchaser to such Deliverable Items, Raw Materials, Work-in-Process and Finished Goods. In lieu of taking immediate possession of Deliverable Items, Raw Materials, Work-in-Process and Finished Goods as provided in the preceding sentence, upon direction of Purchaser, Contractor shall protect and preserve Deliverable Items, Raw Materials, Work-in-Process and Finished Goods at Purchaser’s expense and shall facilitate access to and possession by Purchaser to such Deliverable Items, Raw Materials, Work-in-Process and Finished Goods. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for actual costs of disposition reasonably incurred by Contractor for such efforts, and, if not previously released and extinguished, any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest.

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and Raw Materials, Work-in-Process and Finished Goods and use or dispose of the same in any manner Contractor may elect, and any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. In such case, the fair market value of any Deliverable Items or Deliverable Items, Raw Materials, Work-in-Process and Finished Goods used or disposed of by Contractor shall be set-off against Purchaser’s termination liability under Article 23.2.2. Upon completion of all payments to Contractor in accordance with this Article 23.2.222.2, Purchaser may may, subject to Article 7 hereof, require Contractor to transfer title and risk of loss to Purchaser in the manner and to such Deliverable Itemsthe extent directed by Purchaser, Raw Materials, Work-in-Process title to and Finished Goods. In lieu of taking immediate possession of Deliverable Itemsany items comprising all or any part of the Work terminated and not used or disposed of by Contractor pursuant to the requirements of this Article 22 subject governmental approvals, Raw Materials, Work-in-Process permits and Finished Goods as provided in the preceding sentencelicenses. Contractor shall, upon direction of Purchaser, Contractor shall protect and preserve Deliverable Items, Raw Materials, Work-in-Process and Finished Goods such items at Purchaser’s expense in the possession of Contractor or its Subcontractors and shall facilitate access to and possession by Purchaser to such Deliverable Items, Raw Materials, Work-in-Process and Finished Goodsof items comprising all or part of the Work terminated. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort undertake reasonable efforts to re-use or sell such items and, in the case of Work Contractor has elected (at its sole and reasonable discretion) to re-use, remit the agreed-upon cost of such items to Purchaser, and, in the case of sold items, remit any sales proceeds to Purchaser less a deduction for actual costs Actual Costs of disposition disposition, reselling and storage reasonably incurred by Contractor for such efforts, and. Contractor shall, if not previously released and extinguished, any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor Purchaser in writing, assign to terminate any document Purchaser or instrument filed of record (including without limitation UCC financing statements) to perfect any its designee such Security Interest. Purchaser shall take all action reasonably Subcontracts as requested by Purchaser (subject to any approvals required by the associated Subcontractors and receipt by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interestassociated reasonable releases and indemnifications in favor of Contractor). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***...***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.