Common use of Contractor’s Remedies Clause in Contracts

Contractor’s Remedies. (a) If Subcontractor or any of Subcontractor’s subcontractors, suppliers, materialmen or laborers at any time commit any of the acts or omissions below in connection with any part of this Agreement, or otherwise, it shall constitute an event of Default under this Agreement: (i) refuse or neglect to supply a sufficient number of properly qualified workers or a sufficient quantity of materials of proper quality; (ii) abandon Subcontractor’s work or fail in any respect to promptly and diligently prosecute Subcontractor’s work; (iii) fail to promptly pay subcontractors, suppliers, materialmen, rental companies or laborers; (iv) fail to accelerate Subcontractor’s work as required by Paragraph 3 hereof; (v) give Contractor a reasonable basis to doubt that Subcontractor’s work can be completed for the unpaid portion of the Subcontract Sum or within the required time; (vi) declare bankruptcy or make a general assignment for the benefit of creditors or files for bankruptcy, assigns assets for the benefit of creditors, becomes insolvent or be unable to pay its obligations as they mature; (vii) otherwise fail to perform any of the terms, conditions, agreements and obligations set forth in the Subcontract Documents; or (viii) a default in the performance of any contract or agreement with Contractor, whether related to the Project, or otherwise, shall constitute a Subcontractor default under this Agreement. (b) In the event of a Default, Contractor may pursue any remedies available by common law or statute, including but not limited to one or more of the following: (i) withhold any sums due or thereafter to become due to Subcontractor under the Subcontract and any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise and during such period such withheld amounts shall not accrue interest; (ii) provide and/or supplement any labor and materials as Contractor shall determine to cure such default and deduct the cost thereof from any money then due or thereafter to become due to Subcontractor under the Subcontract or any other contract, agreement, or otherwise, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates); (iii) upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or commits any other act of insolvency, Contractor may terminate this Agreement upon giving forty-eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee: (a) promptly cures all defaults; (b) provides adequate assurance of future performance; (c) compensates Contractor for actual pecuniary loss resulting from such defaults; and (d) assumes the obligations of Subcontractor within the statutory time limits. (iv) terminate the Subcontract for default, in which case Subcontractor assigns, conveys and transfers to Contractor all rights, title and interests in the following: (1) all contracts, whether written or oral, between Subcontractor and persons or entities providing labor, material or equipment pertaining to the Subcontract Work, and (2) all equipment, tools, materials or personal property of any kind located on a Project site at the time of termination. Upon the effective date of termination, Subcontractor shall be deemed to irrevocably constitute, appoint and designate Contractor as its attorney-in-fact with the right, but not the obligation, to exercise all rights of Subcontractor assigned or granted to Contractor, and to execute and deliver any other assignments, documents, instruments or agreements deemed necessary by Contractor to exercise its rights under this Agreement in the name of Subcontractor. (v) take possession of all the materials, tools, equipment and appliances belonging to Subcontractor at the Project site without any further compensation to Subcontractor, and either complete Subcontractor’s work or contract with any other person or persons to complete Subcontractor work and provide the material therefore; in which case if the unpaid portion of the amount to be paid under the Subcontract exceeds the charges, expenses and damages sustained by Contractor in completing the work or as a result of such defaults, such excess shall be paid by Contractor to Subcontractor, but if such charges, expenses, and damages exceed said unpaid portion, Subcontractor shall pay the difference to Contractor immediately upon demand; or (vi) offset and apply any amounts due Contractor as a result of such default against any earned but unpaid amounts owing to Subcontractor by Contractor under the Subcontract, including without limitation, any retainage held by Contractor, any amounts owed to Subcontractor under any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise. Prior to exercising the remedies in this Paragraph 16(b), Contractor shall provide Subcontractor written notice of default with not less than two (2) working days to cure such default (unless the time to cure any default is less than two days in the Prime Contract, at which time the Prime Contract requirements will control). Subcontractor shall have the opportunity to remedy, to Contractor’s satisfaction, the default, deficiency or failures which are the basis of Contractor’s termination notice within the two (2) working days notice period. Contractor’s remedies are cumulative, and the exercise of one remedy shall not restrict Contractor, at the same time or thereafter, from exercising any other remedy set forth in this Agreement, or any right or remedy provided by equity or applicable law. Unless prohibited by Law, Contractor may set-off against the Subcontract Price the amounts owing from Subcontractor to Contractor, whether or not relating to the project. In the event a termination for default issued pursuant to Paragraph 16(b) of this Subcontract is found not to have been warranted under this Subcontract, the total compensation and damages that Subcontractor is entitled to recover on account of such termination shall be limited to the compensation that would have been payable to Subcontractor under the provisions of this Subcontract as if the Subcontract had been terminated for Contractor’s convenience pursuant to subparagraph (c) of this Paragraph 16 at the time Contractor terminated Subcontractor for default.

Contractor’s Remedies. (a) If Subcontractor or any of Subcontractor’s subcontractors, suppliers, materialmen or laborers laborers, shall at any time commit any of the acts or omissions below in connection with any part of this Agreement, or otherwise, it shall constitute an event of Default under this Agreementtime: (i) refuse or neglect to supply a sufficient number of properly qualified workers or a sufficient quantity of materials of proper quality; (ii) abandon Subcontractor’s work or fail in any respect to promptly and diligently prosecute Subcontractor’s work; (iii) fail to promptly pay subcontractors, suppliers, materialmen, rental companies or laborers; (iv) fail to accelerate Subcontractor’s work as required by Paragraph 3 10 hereof; (v) give Contractor a reasonable basis to doubt that Subcontractor’s work can be completed for the unpaid portion of the Subcontract Sum or within the required time; (vi) declare bankruptcy or make a general assignment for the benefit of creditors or files for bankruptcy, assigns assets for the benefit of creditors, becomes insolvent or be unable to pay its obligations as they mature; (vii) otherwise fail to perform any of the terms, conditions, agreements and obligations set forth in the Subcontract Subcontract, these Terms and Conditions or the Contract Documents; or (viii) a default in the performance of any contract or agreement with Contractor, whether related to the Project, Project or otherwise, then Subcontractor shall constitute a Subcontractor be in default under this Agreementherein. (b) In the event of a Defaultany such event, Contractor may pursue any remedies available by common law or statute, including but not limited to one or more of the following: (i) withhold any sums due or thereafter to become due to Subcontractor under the Subcontract and any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise and during such period such ANY withheld amounts shall not accrue interest; (ii) provide and/or supplement any labor and materials as Contractor shall determine to cure such default and deduct the cost thereof from any money then due or thereafter to become due to Subcontractor under the Subcontract or any other contract, agreement, or otherwise, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates); (iii) upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or commits any other act of insolvency, Contractor may terminate this Agreement upon giving forty-eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee: (a) promptly cures all defaults; (b) provides adequate assurance of future performance; (c) compensates Contractor for actual pecuniary loss resulting from such defaults; and (d) assumes the obligations of Subcontractor within the statutory time limits. (iv) terminate the Subcontract for defaultSubcontract, in which case Subcontractor assigns, conveys and transfers to Contractor all rights, title and interests in the following: (1) all contracts, contracts whether written or oral, oral between Subcontractor and persons or entities providing labor, material or equipment pertaining to the Subcontract Work, and (2) all equipment, tools, materials or personal property of any kind located on a Project site at the time of termination. Upon the effective date of termination, Subcontractor Subcontractor’s work shall be deemed assigned to irrevocably constituteContractor, appoint and designate Subcontractor hereby appoints Contractor as its attorney-in-fact with to enforce the rightprovisions of such contracts, but not the obligation, to exercise all rights of Subcontractor assigned or granted to Contractor, and to execute and deliver any other assignments, documents, instruments or agreements deemed necessary by provided that nothing herein shall obligate Contractor to exercise its rights under this Agreement in the name of Subcontractor.honor such contracts, and; (viv) take possession of all the materials, tools, equipment and appliances belonging to Subcontractor at the Project site without any further compensation to Subcontractor, and either complete Subcontractor’s work or contract with any other person or persons to complete Subcontractor work and provide the material therefore; in which case if the unpaid portion of the amount to be paid under the Subcontract exceeds the charges, expenses and damages sustained by Contractor in completing the work or as a result of such defaults, such excess shall be paid by Contractor to Subcontractor, but if such charges, expenses, and damages exceed said unpaid portion, Subcontractor shall pay the difference to Contractor immediately upon demand; or (viv) offset and apply any amounts due Contractor as a result of such default against any earned but unpaid amounts owing to Subcontractor by Contractor under the Subcontract, including without limitation, any retainage held by Contractor, any amounts owed to Subcontractor under any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise. Prior to exercising the remedies in this Paragraph 16(b)Section, Contractor shall provide Subcontractor written notice of default with and not less than two forty- eight (248) working days hours to cure such default (unless the time to cure any default is less than two days in the Prime Contract, at which time the Prime Contract requirements will control)default. Subcontractor shall have the opportunity to remedy, or commence to remedy, to Contractor’s satisfaction, the default, deficiency or failures which are the basis of Contractor’s termination notice within the two forty-eight (248) working days hour notice period. Contractor’s remedies are cumulative, and the exercise of one remedy shall not restrict Contractor, at the same time or thereafter, from exercising any other remedy set forth in this Agreement, herein or any right or remedy provided by equity or applicable law. Unless prohibited by Law, Contractor may set-off against the Subcontract Price the amounts owing from Subcontractor to Contractor, whether or not relating to the project. In the event a termination for default issued pursuant to Paragraph 16(b) of this Subcontract is found not to have been warranted under this or any other provision of this Subcontract, the total compensation and damages that Subcontractor is entitled to recover on account of such termination shall be limited to the compensation that would have been payable to Subcontractor under the provisions of this Subcontract as if the Subcontract had has been terminated for Contractor’s convenience pursuant to subparagraph (c) of this Paragraph 16 at that point. (c) Contactor may at any time and for any reason terminate Subcontractor’s services and work for Contractor’s convenience. Such termination shall be by written notice to Subcontractor at Subcontractor’s place of business. Upon receipt of such notice, Subcontractor shall, unless the notice directs otherwise, immediately discontinue the work and the placing of orders for materials, equipment and supplies in connection with the performance of this Subcontract, and shall, if requested, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to Contractor, or at the time option of Contractor, give Contractor terminated the right to assume those obligations directly, including all benefits to be derived therefrom. Subcontractor shall thereafter do only such work as may be necessary to preserve and protect the work already in progress and to protect materials and equipment on the Project site or in transit thereto. Upon such termination, Subcontractor shall be entitled to payment of the following amounts, which shall constitute full satisfaction of all claims by Subcontractor for defaultpayment on account for work performed under this Subcontract; (1) the actual cost of the work completed in the conformity with this Subcontract, and not yet paid, through the date of termination; plus (2) such other costs actually incurred by Subcontractor as are payable to Contractor under the Prime Contract and approved by Owner; plus (3) the sum of 15% of the actual cost of the work completed for overhead and profit. Subcontractor shall not be entitled to any claim or claim of lien, stop notice, or bond claim against Contractor or Owner for any additional compensation or damages in the event of such termination and payment. (d) Upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or any other act of insolvency, Contractor may terminate this Agreement giving forty-eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee; (i) promptly cures all defaults; (ii) provides adequate assurance of future performance; (iii) compensates Contractor for actual pecuniary loss resulting from such defaults; and (iv) assumes the obligations of Subcontractor within the statutory time limits. Subcontractor hereby authorizes all financial institutions, materialmen and individuals to disclose to Contractor Subcontractor’s financial status, credit and manner of meeting obligations.

Contractor’s Remedies. (a) If Subcontractor or any of Subcontractor’s subcontractors, suppliers, materialmen or laborers at any time commit any of the acts or omissions below in connection with any part of this Agreement, or otherwise, it shall constitute an event of Default under this Agreement: (i) refuse or neglect to supply a sufficient number of properly qualified workers or a sufficient quantity of materials of proper quality; (ii) abandon Subcontractor’s work or fail in any respect to promptly and diligently prosecute Subcontractor’s work; (iii) fail to promptly pay subcontractors, suppliers, materialmen, rental companies or laborers; (iv) fail to accelerate Subcontractor’s work as required by Paragraph 3 hereof; (v) give Contractor a reasonable basis to doubt that Subcontractor’s work can be completed for the unpaid portion of the Subcontract Sum or within the required time; (vi) declare bankruptcy or make a general assignment for the benefit of creditors or files for bankruptcy, assigns assets for the benefit of creditors, becomes insolvent or be unable to pay its obligations as they mature; (vii) fail to provide all information required by Contractor’s prequalification program as set forth in Paragraph 2(e) of this Agreement. (viii) otherwise fail to perform any of the terms, conditions, agreements and obligations set forth in the Subcontract Documents; or (viiiix) a default in the performance of any contract or agreement with Contractor, whether related to the Project, or otherwise, shall constitute a Subcontractor default under this Agreement. (b) In the event of a Default, Contractor may pursue any remedies available by common law or statute, including but not limited to one or more of the following: (i) withhold any sums due or thereafter to become due to Subcontractor under the Subcontract and any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise and during such period such withheld amounts shall not accrue interest; (ii) provide and/or supplement any labor and materials as Contractor shall determine to cure such default and deduct the cost thereof from any money then due or thereafter to become due to Subcontractor under the Subcontract or any other contract, agreement, or otherwise, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates); (iii) upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or commits any other act of insolvency, Contractor may terminate this Agreement upon giving forty-forty- eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee: (a) promptly cures all defaults; (b) provides adequate assurance of future performance; (c) compensates Contractor for actual pecuniary loss resulting from such defaults; and (d) assumes the obligations of Subcontractor within the statutory time limits. (iv) terminate the Subcontract for default, in which case Subcontractor assigns, conveys and transfers to Contractor all rights, title and interests in the following: (1) all contracts, whether written or oral, between Subcontractor and persons or entities providing labor, material or equipment pertaining to the Subcontract Work, and (2) all equipment, tools, materials or personal property of any kind located on a Project site at the time of termination. Upon the effective date of termination, Subcontractor shall be deemed to irrevocably constitute, appoint and designate Contractor as its attorney-in-fact with the right, but not the obligation, to exercise all rights of Subcontractor assigned or granted to Contractor, and to execute and deliver any other assignments, documents, instruments or agreements deemed necessary by Contractor to exercise its rights under this Agreement in the name of Subcontractor. (v) take possession of all the materials, tools, equipment and appliances belonging to Subcontractor at the Project site without any further compensation to Subcontractor, and either complete Subcontractor’s work or contract with any other person or persons to complete Subcontractor work and provide the material therefore; in which case if the unpaid portion of the amount to be paid under the Subcontract exceeds the charges, expenses and damages sustained by Contractor in completing the work or as a result of such defaults, such excess shall be paid by Contractor to Subcontractor, but if such charges, expenses, and damages exceed said unpaid portion, Subcontractor shall pay the difference to Contractor immediately upon demand; or (vi) offset and apply any amounts due Contractor as a result of such default against any earned but unpaid amounts owing to Subcontractor by Contractor under the Subcontract, including without limitation, any retainage held by Contractor, any amounts owed to Subcontractor under any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise. Prior to exercising the remedies in this Paragraph 16(b), Contractor shall provide Subcontractor written notice of default with not less than two (2) working days to cure such default (unless the time to cure any default is less than two days in the Prime Contract, at which time the Prime Contract requirements will control). Subcontractor shall have the opportunity to remedy, to Contractor’s satisfaction, the default, deficiency or failures which are the basis of Contractor’s termination notice within the two (2) working days days’ notice period. Contractor’s remedies are cumulative, and the exercise of one remedy shall not restrict Contractor, at the same time or thereafter, from exercising any other remedy set forth in this Agreement, or any right or remedy provided by equity or applicable law. Unless prohibited by Law, Contractor may set-off against the Subcontract Price the amounts owing from Subcontractor to Contractor, whether or not relating to the project. In the event a termination for default issued pursuant to Paragraph 16(b) of this Subcontract is found not to have been warranted under this Subcontract, the total compensation and damages that Subcontractor is entitled to recover on account of such termination shall be limited to the compensation that would have been payable to Subcontractor under the provisions of this Subcontract as if the Subcontract had been terminated for Contractor’s convenience pursuant to subparagraph (c) of this Paragraph 16 at the time Contractor terminated Subcontractor for default.

Contractor’s Remedies. (a) If Subcontractor or any of Subcontractor’s subcontractors, suppliers, materialmen or laborers at any time commit any of the acts or omissions below in connection with any part of this Agreement, or otherwisebelow, it shall constitute an event of Default under this AgreementDefault: (i) refuse or neglect to supply a sufficient number of properly qualified workers or a sufficient quantity of materials of proper quality; (ii) abandon Subcontractor’s work the Work or fail in any respect to promptly and diligently prosecute Subcontractor’s workthe Work; (iii) fail to promptly pay subcontractors, suppliers, materialmen, rental companies or laborers; (iv) fail to accelerate Subcontractor’s work the Work as required by Paragraph Article 3 hereof; (v) give Contractor a reasonable basis to doubt that Subcontractor’s work the Work can be completed for the unpaid portion of the Subcontract Sum or within the required time; (vi) declare bankruptcy or make a general assignment for the benefit of creditors or files for bankruptcy, assigns assets for the benefit of creditors, becomes insolvent or be unable to pay its obligations as they mature; (vii) fail to comply with Contractor’s prequalification program; (viii) otherwise fail to perform any of the terms, conditions, agreements and obligations set forth in the Subcontract Documents; or (viiiix) a default by Subcontractor in the performance of any contract or agreement with Contractor, whether related to the Project, this MSA or otherwise, shall constitute a Subcontractor default Default under this Agreement. (b) In the event of a Default, Contractor may pursue any remedies available by common law or statute, including but not limited to one or more of the following: (i) withhold any sums due or thereafter to become due to Subcontractor under the Subcontract Documents and any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise and during otherwise. During such period such withheld amounts shall not accrue interest; (ii) provide and/or supplement any labor and materials as Contractor shall determine to cure such default Default and deduct the cost thereof from any money then due or thereafter to become sums otherwise due to Subcontractor under the Subcontract Documents or any other contract, agreement, or otherwise, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates); (iii) upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or commits any other act of insolvency, Contractor may terminate this Agreement upon giving forty-eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee: (a) promptly cures all defaultsDefaults; (b) provides adequate assurance of future performance; (c) compensates Contractor for actual pecuniary loss resulting from such defaultsDefaults; and (d) assumes the obligations of Subcontractor within the statutory time limits. (iv) terminate the Subcontract and any WO for defaultDefault, in which case Subcontractor assigns, conveys and transfers to Contractor all rights, title and interests in the following: (1) all contracts, whether written or oral, between Subcontractor and persons or entities providing labor, material or equipment pertaining to the Subcontract Work, and (2) all equipment, tools, materials or personal property of any kind located on a Project site at the time of termination. Upon the effective date of termination, Subcontractor shall be deemed to irrevocably constitute, appoint and designate Contractor as its attorney-in-fact with the right, but not the obligation, to exercise all rights of Subcontractor assigned or granted to Contractor, and to execute and deliver any other assignments, documents, instruments or agreements deemed necessary by Contractor to exercise its rights under this Agreement in the name of Subcontractor. (v) take possession of all the materials, tools, equipment and appliances belonging to Subcontractor at the Project site without any further compensation to Subcontractor, and either complete Subcontractor’s work Work or contract with any other person or persons to complete Subcontractor work Work and provide the material therefore; in which case if the unpaid portion of the amount to be paid under the Subcontract Documents exceeds the charges, expenses and damages sustained by Contractor in completing the work Work or as a result of such defaultsDefaults, such excess shall be paid by Contractor to Subcontractor, but if such charges, expenses, and damages exceed said unpaid portion, Subcontractor shall pay the difference to Contractor immediately upon demand; or (vi) offset and apply any amounts due Contractor as a result of such default Default against any earned but unpaid amounts owing to Subcontractor by Contractor under the SubcontractSubcontract Documents, including without limitation, any retainage held by Contractor, any amounts owed to Subcontractor under any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise. Prior to exercising the remedies in this Paragraph 16(b), Contractor shall provide Subcontractor written notice of default Default with not less than two (2) working days to cure such default (unless the time to cure any default Default is less than two days in the Prime ContractContract Documents, at which time the Prime Contract requirements Documents will control). Subcontractor shall have the opportunity to remedy, to Contractor’s satisfaction, the default, deficiency or failures which are the basis of Contractor’s termination notice within the two (2) working days notice period. Contractor’s remedies are cumulative, and the exercise of one remedy shall not restrict Contractor, at the same time or thereafter, Contractor from exercising any other remedy set forth in this Agreement, or any right or remedy provided by equity or applicable law. Unless prohibited by Law, Contractor may set-off against the Subcontract Price the amounts owing from Subcontractor to Contractor, whether or not relating to the project. In the event If a termination for default issued pursuant to Paragraph 16(b) of this Subcontract is found not to have been warranted under this Subcontractwarranted, the total compensation and damages that Subcontractor is entitled to recover on account of such termination shall be limited to the compensation that would have been payable to Subcontractor under the provisions of this Subcontract as if the Subcontract had been terminated for Contractor’s convenience pursuant to subparagraph (c) of this Paragraph 16 at the time Contractor terminated Subcontractor for default16(c).

Contractor’s Remedies. (a) If Subcontractor or any of Subcontractor’s subcontractors, suppliers, materialmen or laborers at any time commit any of the acts or omissions below in connection with any part of this Agreement, or otherwise, it shall constitute an event of Default under this Agreement: (i) refuse or neglect to supply a sufficient number of properly qualified workers or a sufficient quantity of materials of proper quality; (ii) abandon Subcontractor’s work or fail in any respect to promptly and diligently prosecute Subcontractor’s work; (iii) fail to promptly pay subcontractors, suppliers, materialmen, rental companies or laborers; (iv) fail to accelerate Subcontractor’s work as required by Paragraph 3 hereof; (v) give Contractor a reasonable basis to doubt that Subcontractor’s work can be completed for the unpaid portion of the Subcontract Sum or within the required time; (vi) declare bankruptcy or make a general assignment for the benefit of creditors or files for bankruptcy, assigns assets for the benefit of creditors, becomes insolvent or be unable to pay its obligations as they mature; (vii) otherwise fail to perform any of the terms, conditions, agreements and obligations set forth in the Subcontract Documents.; or (viii) a default in the performance of any contract or agreement with Contractor, whether related to the Project, or otherwise, shall constitute a Subcontractor default under this Agreement. (b) In the event of a Default, Contractor may pursue any remedies available by common law or statute, including but not limited to one or more of the following: (i) withhold any sums due or thereafter to become due to Subcontractor under the Subcontract and any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise and during such period such withheld amounts shall not accrue interest; (ii) provide and/or supplement any labor and materials as Contractor shall determine to cure such default and deduct the cost thereof from any money then due or thereafter to become due to Subcontractor under the Subcontract or any other contract, agreement, or otherwise, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates); (iii) upon the appointment of a receiver for Subcontractor or upon Subcontractor making an assignment for the benefit of creditors or if Subcontractor seeks protection under the Bankruptcy Code or commits any other act of insolvency, Contractor may terminate this Agreement upon giving forty-eight (48) hours written notice, by certified mail, to Subcontractor and its surety, if any. If an order for relief is entered under the Bankruptcy Code with respect to Subcontractor, Contractor may terminate this subcontract by giving forty-eight (48) hours written notice, by certified mail, to Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or the trustee: (a) promptly cures all defaults; (b) provides adequate assurance of future performance; (c) compensates Contractor for actual pecuniary loss resulting from such defaults; and (d) assumes the obligations of Subcontractor within the statutory time limits. (iv) terminate the Subcontract for default, in which case Subcontractor assigns, conveys and transfers to Contractor all rights, title and interests in the following: (1) all contracts, whether written or oral, between Subcontractor and persons or entities providing labor, material or equipment pertaining to the Subcontract Work, and (2) all equipment, tools, materials or personal property of any kind located on a Project site at the time of termination. Upon the effective date of termination, Subcontractor shall be deemed to irrevocably constitute, appoint and designate Contractor as its attorney-in-fact with the right, but not the obligation, to exercise all rights of Subcontractor assigned or granted to Contractor, and to execute and deliver any other assignments, documents, instruments or agreements deemed necessary by Contractor to exercise its rights under this Agreement in the name of Subcontractor. (v) take possession of all the materials, tools, equipment and appliances belonging to Subcontractor at the Project site without any further compensation to Subcontractor, and either complete Subcontractor’s work or contract with any other person or persons to complete Subcontractor work and provide the material therefore; in which case if the unpaid portion of the amount to be paid under the Subcontract exceeds the charges, expenses and damages sustained by Contractor in completing the work or as a result of such defaults, such excess shall be paid by Contractor to Subcontractor, but if such charges, expenses, and damages exceed said unpaid portion, Subcontractor shall pay the difference to Contractor immediately upon demand; or (vi) offset and apply any amounts due Contractor as a result of such default against any earned but unpaid amounts owing to Subcontractor by Contractor under the Subcontract, including without limitation, any retainage held by Contractor, any amounts owed to Subcontractor under any other contract, including any contract between Subcontractor (or any of its subsidiaries or affiliates) and Contractor (or any of its subsidiaries or affiliates), whether related to the Project or otherwise. Prior to exercising the remedies in this Paragraph 16(b), Contractor shall provide Subcontractor written notice of default with not less than two (2) working days to cure such default (unless the time to cure any default is less than two days in the Prime Contract, at which time the Prime Contract requirements will control). Subcontractor shall have the opportunity to remedy, to Contractor’s satisfaction, the default, deficiency or failures which are the basis of Contractor’s termination notice within the two (2) working days notice period. Contractor’s remedies are cumulative, and the exercise of one remedy shall not restrict Contractor, at the same time or thereafter, from exercising any other remedy set forth in this Agreement, or any right or remedy provided by equity or applicable law. Unless prohibited by Law, Contractor may set-off against the Subcontract Price the amounts owing from Subcontractor to Contractor, whether or not relating to the project. In the event a termination for default issued pursuant to Paragraph 16(b) of this Subcontract is found not to have been warranted under this Subcontract, the total compensation and damages that Subcontractor is entitled to recover on account of such termination shall be limited to the compensation that would have been payable to Subcontractor under the provisions of this Subcontract as if the Subcontract had been terminated for Contractor’s convenience pursuant to subparagraph (c) of this Paragraph 16 at the time Contractor terminated Subcontractor for default.