Common use of Termination for Force Majeure Event Clause in Contracts

Termination for Force Majeure Event. In the event that this Agreement is terminated by either Party pursuant to Section : 18.7.1 Supplier shall immediately (a) discontinue the Equipment Supply Obligations, (b) conduct an inventory of the equipment and materials related to the Equipment Supply Obligations on the Project Site or en route to the Project Site, (c) remove its personnel and equipment from the Project Site, (d) remove from the Project Site and dispose of all waste, rubbish and debris associated with the Equipment Supply Obligations, (e) execute any documents or instruments reasonably requested by Buyer related to the assignment to Buyer of Supplier’s Subcontracts (provided, however, that notwithstanding anything herein to the contrary, in the case of the purchase order for the Wind Turbines with Supplier Parent (or its Affiliates), Supplier shall only be required to assign a separately created, stand-alone purchase order for the supply of such Wind Turbines and not the purchase order issued by Supplier pursuant to the “frame agreement” (nor the “frame agreement” itself) between Supplier and Supplier Parent which, among other things, includes the exclusive license to sell the wind turbines in North America), (f) assign, to the extent assignable, all Supplier Permits then held by Supplier pertaining to the Project as Buyer may reasonably direct, and (g) take such steps, at Buyer’s sole cost and expense, as are reasonably necessary to preserve, inventory and protect that portion of the Equipment Supply Obligations to which Buyer is expected to take title under Section that is completed or in progress until the same is delivered to the Project Site; 18.7.2 Buyer shall, within ten (10) Business Days following receipt of an invoice therefor, make a termination payment to Supplier for (i) all Turbine Equipment delivered, that portion of the Equipment Supply Obligations performed and all other amounts due hereunder through and including the date of such termination in accordance with the requirements of this Agreement, reduced by any amounts previously paid by Buyer, (ii) all reasonable out-of-pocket expenses of negotiating and paying termination costs under Subcontracts and purchase orders, storage costs, transportation costs and all other costs incurred which are reasonably necessary for the preservation, protection or disposition of the Equipment Supply Obligations (including unused equipment and the Turbine Equipment), (iii) any loss sustained to or upon any equipment, materials, tools, construction equipment and machinery and (iv) all reasonable costs of demobilization of personnel and equipment; provided that if the Down Payment exceeds the amount payable to Supplier pursuant to this sentence, Supplier shall refund to Buyer the portion of the Down Payment in excess of such payment to Supplier; and 18.7.3 Upon making the foregoing payment and subject to Section , Buyer shall have the option to take exclusive possession of and title to all Turbine Equipment paid for and completed or partially completed through the date of termination, including all or any part thereof delivered or en route to the Project Site.

Termination for Force Majeure Event. In the event that this Agreement is terminated by either Party pursuant to Section 16.4.3: 18.7.1 16.7.1 Supplier shall immediately (a) discontinue the Equipment Supply Obligationsperformance of its obligations hereunder, (b) conduct and provide to Buyer an inventory of the equipment and materials related to Supplier’s obligations hereunder at the Equipment Supply Obligations on the Project Site Delivery Point or en route to the Project SiteDelivery Point, (c) remove its personnel and equipment from the Project SiteDelivery Point, (d) remove from the Project Site Delivery Point and dispose of all waste, rubbish and debris associated with the Equipment Supply ObligationsSupplier’s obligations hereunder, (e) execute any documents or instruments reasonably requested by Buyer related to the assignment to Buyer of Supplier’s Subcontracts agreements with its Subcontractors and Vendors (provided, however, that notwithstanding anything herein to the contrary, in the case of the purchase order for the Wind Turbines with Supplier Parent (or its Affiliates), Supplier shall only be required to assign a separately created, stand-alone purchase order for the supply of such Wind Turbines and not the purchase order issued by Supplier pursuant to the “frame agreement” (nor the “frame agreement” itselfother than Existing Master Agreements) between Supplier and Supplier Parent which, among other things, includes the exclusive license to sell the wind turbines in North America), (f) assignand, to the extent assignable, all Supplier Permits then held separately created, stand- alone purchase orders entered into by Supplier pertaining to the Project as Buyer may reasonably directunder Existing Master Agreements, and (gf) take such steps, at Buyer’s sole cost and expense, as are reasonably necessary to preserve, inventory and protect that portion of the Turbine Equipment Supply Obligations to which Buyer is expected to take title under Section that is completed or in progress en route to the Delivery Point until the same is delivered Delivered to the Project SiteDelivery Point; 18.7.2 16.7.2 Buyer shallshall make a termination payment to Supplier, within ten (10) _____* Business Days following receipt of an invoice therefor, make a termination payment to Supplier for (i) all Turbine Equipment deliveredDelivered, that portion of the Equipment Supply Obligations Supplier’s obligations hereunder performed and all other amounts due hereunder through and including the date of such termination in accordance with the requirements of this Agreement, reduced by any amounts previously paid by Buyer, (ii) all reasonable out-of-pocket costs and expenses of negotiating and paying termination costs under Subcontracts and purchase orders, storage costs, transportation costs and all other costs incurred which are reasonably necessary for the preservation, protection or disposition of the Equipment Supply Obligations Supplier’s obligations hereunder (including unused equipment and the Turbine Equipment), (iii) without duplication of any amounts that may be payable pursuant to Section 17.1 or that are recovered under any insurance policies maintained by Supplier, the actual loss caused by Buyer sustained to or upon any equipment, materials, tools, construction equipment and machinery and (iv) all the actual and reasonable costs of early demobilization of personnel and equipment; provided that if the Down Payment exceeds the amount payable to Supplier pursuant to this sentence, Supplier shall refund to Buyer the portion of the Down Payment in excess of such payment to Supplier; and 18.7.3 Upon making the foregoing payment and subject to Section , Buyer shall have the option to take exclusive possession of and title to all Turbine Equipment paid for and completed or partially completed through the date of termination, including all or any part thereof delivered or en route to the Project Site.