Common use of Cancellation and Transfer of Subcontracts and Other Rights Clause in Contracts

Cancellation and Transfer of Subcontracts and Other Rights. If requested by Owner in the event of termination of this Agreement, Contractor will cancel existing contracts with Subcontractors upon terms as directed by Owner. Any payments to be made to a Subcontractor as a result of any such termination shall be paid by Contractor (subject to Section 12.4, in the event of a termination under Section 12.3). In the event of termination of this Agreement, Contractor shall also, as and to the extent requested by Owner, (a) irrevocably assign and deliver to Owner such Subcontracts, purchase orders, bonds, warranties and options made by Contractor in performance of the Work (but in no event shall Owner be liable for any action or default of Contractor occurring prior to such delivery and assignment), (b) provide to Owner without charge a license to use all rights to patented copyrighted, licensed or proprietary materials of Contractor and Subcontractors in connection with the Work, except as otherwise restricted herein, and (c) deliver to Owner originals of the Agreement, originals of all Drawings, to the extent available, Contractor Deliverables in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement executed by Owner), all other materials relating to the Work, and all papers and documents relating to Applicable Permits, orders placed, bills and invoices, Lien releases and financial management under this Agreement. All deliveries hereunder shall be made free and clear of any Liens, security interests or encumbrances, except such as may be created by Owner. Except as provided herein, no action taken by Owner or Contractor after the termination of this Agreement shall prejudice any other rights or remedies of Owner or Contractor provided by Applicable Laws, the Agreement or otherwise upon such termination. In addition, Contractor shall assist Owner in preparing an inventory of all Equipment in use or in storage at the Project Site, and Contractor shall take such other action as required hereunder upon termination of this Agreement.

Cancellation and Transfer of Subcontracts and Other Rights. If requested by Owner in the event of termination of this Agreement, Contractor will cancel existing contracts with Subcontractors upon terms as directed by Owner. Any payments to be made to a Subcontractor as a result of any such termination shall be paid by Contractor (subject to Section 12.4, in the event of a termination under Section 12.3). In the event of Upon termination of this Agreement, Contractor shall also, as and to the extent requested upon request by Owner, (a) to the extent assignable, irrevocably assign and deliver to Owner such any and all Subcontracts, purchase orders, bonds, warranties bonds and options made by Contractor in performance of the Work and not previously assigned to Owner, pursuant to Section 2.2.1 or otherwise (but in no event shall Owner be liable for any action or default of Contractor occurring prior to such delivery and assignmentassignment except to the extent such action or default was caused by Owner, and each contract with each Subcontractor and the Turbine Supplier shall so provide), ; (b) provide to Owner without charge a license to use and in accordance with this Agreement and the terms of such Subcontracts, all rights to use patented copyrighted, licensed or proprietary materials of Contractor and Subcontractors in connection with completing, operating and maintaining the Work, except as otherwise restricted herein, ; and (c) deliver to Owner originals certified copies of all Agreement Documents and, if the termination occurs at a time when the design of the AgreementInfrastructure Facilities is incomplete, originals of all Drawings, to the extent available, Contractor Deliverables Design Documents in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement Documents executed by OwnerOwner and Design Documents for the WTGs), all other materials relating to the WorkWork which belong to Owner, and all papers and documents Documents relating to Applicable Permits, orders placed, bills and invoices, Lien lien releases and financial management under this Agreement. All deliveries hereunder shall be made free and clear of any Liensliens, security interests or encumbrances, except such as may be created by OwnerOwner or permitted by this Agreement. Except as provided herein, no action taken by Owner or Contractor after the termination of this Agreement shall prejudice any other rights or remedies of Owner or Contractor provided by Applicable Laws, the Agreement Documents or otherwise upon such termination. In additionUpon termination of this Agreement solely on account of Section 13.4, Contractor shall assist Owner in preparing an inventory of all Equipment in use or in storage at the Project Site, and Contractor shall take such other action as be entitled to terminate any Guaranty required hereunder upon termination of this Agreementby Section 4.7.

Cancellation and Transfer of Subcontracts and Other Rights. If requested by Owner in the event of upon termination of this Agreement, Contractor will make every reasonable effort to cancel existing contracts with Subcontractors upon terms as directed by satisfactory to Owner. Any payments to be made to a Subcontractor as a result of any such termination shall be paid by Contractor (subject to Section 12.4, in Contractor. In the event of a termination under Section 12.3). In the event due to a Contractor Event of termination of this AgreementDefault, Contractor shall also, as and to the extent requested upon request by Owner, (a) irrevocably assign and deliver to Owner such any and all Subcontracts, purchase orders, bonds, warranties and options made by Contractor in performance of the Work (but in no event shall Owner be liable for any action or default of Contractor occurring prior to such delivery and assignment). In the event of any termination of this Agreement, Contractor shall (bi) provide to Owner without additional charge a license an irrevocable non-exclusive right to use all rights to patented patented, copyrighted, licensed or proprietary materials of Contractor and Contractor, Subcontractors or any other Person in connection with the Work, except as otherwise restricted hereinWork for the Project, and (cii) deliver to Owner originals of the Agreementall Contract Documents, originals of all DrawingsDesign Documents, to the extent available, Contractor Deliverables final plans in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the this Agreement executed by Owner), all other materials relating to the Work, and all papers and documents relating to Applicable Permits, orders placed, bills and invoices, Lien releases and financial management under this Agreement. All deliveries hereunder shall be made free and clear of any Liens, security interests or encumbrances, except such as may be created by Owner. Except as provided herein, no action taken by Owner or Contractor after the termination of this Agreement shall prejudice any other rights or remedies of Owner or Contractor provided by Applicable Laws, the this Agreement or otherwise upon such termination. In addition, Contractor shall assist Owner in preparing an inventory of all Equipment in use or in storage at the Project Job Site, and Contractor shall take such other action as required hereunder upon such termination of this Agreement.

Cancellation and Transfer of Subcontracts and Other Rights. If requested by Owner in the event of termination of this Agreement, Contractor Company will make every reasonable effort to cancel existing contracts with Subcontractors Subcontracts upon terms as directed by satisfactory to Owner. Any payments to be made to a Subcontractor as a result of any such termination shall be paid by Contractor Company (subject to Section 12.413.3, in the event of a termination under Section 12.313.2 or 13.4). In Company shall also, upon request by Owner in the event of termination of this AgreementAgreement by Owner, Contractor shall also, as and to the extent requested by Ownerassignable, (a) irrevocably assign and deliver to Owner such any and all Permits held by Company (and Permit applications in Company’s name) and all Subcontracts, purchase orders, bonds, warranties and options made by Contractor Company in performance of the Work (but in no event shall Owner be liable for any action or default of Contractor Company occurring prior to such delivery and assignment), (b) provide to Owner without charge a license to use all rights to patented patented, copyrighted, licensed or proprietary materials of Contractor Company and Subcontractors in connection with the Work, except as otherwise restricted herein, and (c) deliver to Owner originals of the this Agreement, originals of all Drawings, to the extent available, Contractor Company Deliverables in process (except that Contractor Company may keep for its records copies, and, if sufficient originals exist, an original set, of the this Agreement executed by Owner), all other materials relating to the Work, and all papers and documents relating to Applicable Permits, orders placed, bills and invoices, Lien releases and financial management under this Agreement. All deliveries hereunder shall be made free and clear of any Liens, security interests or encumbrances, except such as may be created by Owner. Except as provided herein, no action taken by Owner or Contractor Company after the termination of this Agreement shall prejudice any other rights or remedies of Owner or Contractor Company provided by Applicable Laws, the this Agreement or otherwise upon such termination. In addition, Contractor Company shall assist Owner in preparing an inventory of all Equipment in use or in storage at the Project Site, and Contractor Company shall take such other action as required hereunder upon termination of this Agreement.

Cancellation and Transfer of Subcontracts and Other Rights. If requested by Owner in the event of Upon termination of this AgreementMaster Agreement or a TPO, Contractor will if requested by Buyer, Turbine Supplier shall make every reasonable effort to cancel existing contracts with Subcontractors Subcontracts or to transfer such Subcontracts to Buyer, in either case upon terms reasonably satisfactory to Buyer. In the case of a termination as directed by Owner. Any the result of a Turbine Supplier Event of Default, any payments to be made to a Subcontractor as a result of any such termination shall be paid by Contractor (subject to Section 12.4, Turbine Supplier. Other than in the event of termination as the result of a termination under Section 12.3). In the event Buyer Event of termination of this AgreementDefault, Contractor shall alsoTurbine Supplier shall, as and to the extent requested upon request by OwnerBuyer, (ai) irrevocably assign and deliver to Owner such SubcontractsBuyer any Subcontracts requested by Buyer and, purchase orders, bonds, warranties and options made by Contractor in performance if the termination occurs at a time when the design of the Work (but Turbine Equipment is incomplete, originals of all Design Documents in no event shall Owner be liable for any action or default of Contractor occurring prior to such delivery process, and assignment), (b) provide to Owner Buyer without charge a license to use all rights to patented copyrighted, licensed or proprietary materials of Contractor Turbine Supplier and its Subcontractors in connection with completing, operating and maintaining the WorkTurbine Equipment. Upon termination hereof, except as otherwise restricted herein, and (c) Turbine Supplier shall deliver to Owner originals of the Agreement, Buyer originals of all Drawings, to the extent available, Contractor Deliverables in process Master Agreement Documents (except that Contractor Turbine Supplier may keep for its records copies, copies and, if sufficient originals exist, an original set, of the Master Agreement Documents executed by OwnerBuyer), all other materials relating to the WorkWork which belong to Buyer, and all papers and documents relating to Applicable Permits, orders placed, bills and invoices, Lien lien releases and financial management under this Master Agreement. All deliveries hereunder shall be made free and clear of any Liensliens, security interests or encumbrances, except such as may be have been created by OwnerBuyer. Except as provided hereinin this Agreement, no action taken by Owner Buyer or Contractor Turbine Supplier after the termination of this Master Agreement shall prejudice any other rights or remedies of Owner Buyer or Contractor Turbine Supplier provided by Applicable Laws, the Agreement Contract Documents or otherwise upon such termination. In addition, Contractor shall assist Owner in preparing an inventory of all Equipment in use or in storage at the Project Site, and Contractor shall take such other action as required hereunder upon termination of this Agreement.