Common use of Termination and Settlement Clause in Contracts

Termination and Settlement. a) In the event of the institution of any proceedings by or against Seller in bankruptcy or insolvency or under any provision of any applicable bankruptcy legislation or the appointment of a receiver or trustee or an assignment of the benefit of creditors of Seller, or the institution of any similar proceedings, KUKA ASSEMBLY AND TEST may terminate this Order or any other Order it has with Seller. b) KUKA ASSEMBLY AND TEST may, at any time by written notice, terminate all or any part of this Order for KUKA ASSEMBLY AND TEST's convenience, in which event Seller agrees to immediately stop work on the Order and to immediately notify subcontractor(s) to stop work, and to protect and preserve property in its possession. If this Order is terminated, in whole or in part for KUKA ASSEMBLY AND TEST's convenience, Seller shall be paid an amount, in KUKA ASSEMBLY AND TEST's reasonable discretion, which shall be adequate to cover the reasonable cost of Seller's actual performance of work under this Order to the effective date of termination. c) If an Order is terminated as provided in either Paragraph 10 (a) or (b) above, KUKA ASSEMBLY AND TEST , in addition to any other rights or remedies provided in this Order , or at law or in equity, may require Seller to transfer title and deliver to KUKA ASSEMBLY AND TEST, in the manner and to the extent directed by the KUKA ASSEMBLY AND TEST: (1) any completed goods; and (2) such partially completed goods and materials , parts, tools, dies, jigs, fixtures, drawings, information , and contract rights ("Manufacturing Materials") as Seller has specifically produced or specifically acquired for the performance of such part of this Order as has been terminated. Seller shall also protect and preserve property in its possession in which KUKA ASSEMBLY AND TEST has any interest. Payment for Manufacturing Materials delivered to and accepted by KUKA ASSEMBLY AND TEST, and for the protection and preservation of property, shall be in the amount mutually agreed to by KUKA ASSEMBLY AND TEST and Seller. KUKA ASSEMBLY AND TEST may withhold from amounts otherwise due Seller for such completed goods or manufacturing materials, such sum as KUKA ASSEMBLY AND TEST determines, in its sole discretion, necessary to protect KUKA ASSEMBLY AND TEST against loss because of outstanding liens or claims of former lien holders. d) KUKA ASSEMBLY AND TEST may, at any time, for any reason, whether or not Seller is in default, cancel an Order in whole or in part by written or electronically issued notice to Seller. Upon receipt of such cancellation notice, Seller will immediately stop work on the date, and to the extent, specified in such notice and cancel all orders and subcontracts that relate to the cancelled Order. KUKA ASSEMBLY AND TEST will pay Seller for all finished goods accepted by KUKA ASSEMBLY AND TEST, as well as for the verified, documented costs to Seller of work in process and material allocated to the cancelled order that is not in excess of any prior authorization by KUKA ASSEMBLY AND TEST. This provision shall not apply to items that are otherwise saleable, standard items. Except as provided in this Paragraph 10 (d), KUKA ASSEMBLY AND TEST shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller's subcontractors , for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of any Order. Within 60 days from the effective date of any termination, Seller shall submit a comprehensive termination claim to KUKA ASSEMBLY AND TEST, with sufficient supporting data to permit KUKA ASSEMBLY AND TEST's audit and shall thereafter promptly furnish such supplemental and supporting information as KUKA ASSEMBLY AND TEST shall request. KUKA ASSEMBLY AND TEST or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Seller. Payment made under this paragraph shall constitute KUKA ASSEMBLY AND TEST's only liability to Seller for cancellation of an Order with title and right of possession to all delivered goods vesting in KUKA ASSEMBLY AND TEST immediately upon KUKA ASSEMBLY AND TEST's tender of such payment. The provisions of this paragraph will not apply to any cancellation by KUKA ASSEMBLY AND TEST based upon Seller's default, or in the event Seller becomes insolvent or makes a transfer for the benefit of creditors or if bankruptcy or any other insolvency proceedings are instituted by or against Seller. In such cases, KUKA ASSEMBLY AND TEST shall have the right to immediately terminate any Order, with no obligation to Seller. KUKA ASSEMBLY AND TEST shall also retain the right to proceed against Seller under any other cause recognized by law, in equity, or specified in any Order.