definiens: means ( 1 ) Supplier ’s actual out - of - pocket reasonable costs and expensesrelated to the displacement of assets [ * ] due to Company ’s early termination, excluding overhead and general expenses, markups and opportunity costs ; and ( 2 ) Supplier ’s then - current net book value ( using straight - line depreciation method ) ofEquipment, Software and materials used in and procured specifically for the delivery of Services under this Agreement, excluding costs and expenses for Transition and Transformation, provided in each case, that Supplier shall have an obligationto mitigate the foregoing, and that Wind - down Expenses shall be [ * ] and shall be subject to audit by Company in accordancewith this Agreement . In the event a Section of this Agreement specifically provides for ( i ) the purchase of ( or option topurchase ) Equipment or the assumption of leases by Company, and ( ii ) payment of Wind - down Expenses, the provisions ofsuch Section governing the purchase of ( or option to purchase ) Equipment or the assumption of leases by Company shallprevail over this definition