Common use of Full and Final Settlement Clause in Contracts

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability of either Party to the other including under the indemnities contained in the Construction Contract that arose prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent or as Agent may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent or as Agent may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent or as the Agent may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability of either Party to the other including under the indemnities contained in the Construction Contract that arose prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 3.11 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent Trustee or as Agent Trustee may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent Trustee or as Agent Trustee may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent Trustee or as the Agent Trustee may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).or

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability liability, whether arising before, on or after the Termination Date, of either Party to the other including under the indemnities contained in the Construction Contract that arose with respect to acts or omissions on or prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. For greater certainty, Section 4.6(a) of this Schedule B shall be without prejudice to any liability of the Owner to pay any outstanding Interim Reimbursement Payment Amount or Additional Owner Payments to the extent a deduction for any such amounts has been made under Section 2.1(b)(1) or (ii) of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent or as Agent may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent or as Agent may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent or as the Agent may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability liability, whether arising before, on or after the Termination Date, of either Party to the other including under the indemnities contained in the Construction Contract that arose with respect to acts or omissions on or prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. For greater certainty, Section 4.6(a) of this Schedule B shall be without prejudice to any liability of the Owner to pay any outstanding Additional Owner Payments to the extent a deduction for any such amounts has been made under Section 2.1(b)(i) of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 3.11 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent or as Agent may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent or as Agent may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent or as the Agent may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability of either Party to the other including under the any indemnities and warranties contained in the Construction Contract that arose prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 3.11 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent Lender or as Agent Lender may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent Lender or as Agent Lender may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent Lender or as the Agent Lender may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability liability, whether arising before, on or after the Termination Date, of either Party to the other including under the indemnities contained in the Construction Contract that arose with respect to acts or omissions on or prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent or as Agent may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent or as Agent may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent or as the Agent may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability of either Party to the other including under the any indemnities and warranties contained in the Construction Contract that arose prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 3.11 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent Lender or as Agent Lender may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent Lender or as Agent Lender may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent Lender or as the Agent Lender may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).or

Full and Final Settlement. (a) Except as otherwise provided in Section 4.6(b) of this Schedule B, any compensation paid pursuant to Section 2.1 or Section 3.1 of this Schedule B in the total amount owing thereunder shall be in full and final settlement of any claims, demands and proceedings of Project Co and Hospital as between themselves and of Contractor and Hospital as between themselves and each shall be released from all liability to the other in relation to any breaches or other events leading to the termination of the Construction Contract and the circumstances leading to such breach or termination and Project Co and Hospital as between themselves and Contractor and Hospital as between themselves shall be excluded from all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common-law or otherwise. (b) Section 4.6(a) of this Schedule B shall be without prejudice to any liability liability, whether arising before, on or after the Termination Date, of either Party to the other including under the indemnities contained in the Construction Contract that arose with respect to acts or omissions on or prior to the Termination Date (but not from termination itself or the events leading to such termination) to the extent such liability has not already been taken into account in calculating the relevant Compensation Payment or set off pursuant to Section 4.5 of this Schedule B. (c) Contractor acknowledges that under the provisions of Section 3.13 of the Limited Assignment of Construction Contract Hospital shall pay the Compensation Payment to Project Co and which Compensation Payment Project Co has irrevocably directed Hospital to make to Agent Lender or as Agent Lender may direct as security for the Financing. Hospital acknowledges such direction and agrees to pay the Compensation Payment to Agent Lender or as Agent Lender may direct in accordance with such direction. Project Co and Contractor acknowledge and agree that payment by the Hospital of the Compensation Payment in accordance with this Section 4.6(c) to the Agent Lender or as the Agent Lender may direct constitutes payment by the Hospital to Project Co or Contractor, as applicable, in satisfaction of the Hospital’s obligation to make (i) the Compensation Payment under the Limited Assignment of Construction Contract, or (ii) any payment to Contractor under the Construction Contract, to the extent made in relation to the Guaranteed Price, as the case may be and in satisfaction of any trust obligation of the Hospital in respect to such payments under Section 7 of the Construction Lien Act (Ontario) pursuant to Section 10 of the Construction Lien Act (Ontario).or