Common use of Owner Rights Upon Contractor Default Clause in Contracts

Owner Rights Upon Contractor Default. Contractor shall be in “Default” if Contractor shall at any time (i) materially fail to prosecute the Work in a safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under Section 3.10); (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iii) Abandon the Work; (iv) fail to maintain insurance required under this Agreement; (v) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17; (vi) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (vii) cause, by any action or omission, any material interference with the operation by Owner or its Affiliates of the CCL Liquefaction Facility or any Train that has achieved Substantial Completion (unless Contractor is in any way entitled to do so under this Agreement, including any right to stop, suspend, terminate or refuse to perform Work under this Agreement); (viii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (ix) disregard Applicable Law or Applicable Codes and Standards; (x) repudiate or fail to comply with any material provision of this Agreement; (xi) fail to commence performance of changed Work under a Unilateral Change Order issued by Owner under this Agreement; (xii) be in Default pursuant to Sections 5.5G or 11.4B; (xiii) violate the provisions of Section 21.10; or (xiv) become, or if Guarantor becomes, insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection and, in the case of such insolvency, receivership or assignment the cure provisions in Section 16.1C shall not apply (an “Insolvency Event”).

Owner Rights Upon Contractor Default. Contractor shall be in “Default” if Contractor shall at any time (i) materially fail fails to prosecute the Work in a safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under Section 3.10this Agreement); (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iii) Abandon the WorkProject; (iv) fail to maintain insurance required under this Agreement; (v) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17; (vi) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (vii) cause, by any action or omission, any material interference with operation of the operation by Owner Facility or its Affiliates of the CCL Liquefaction Facility pipeline contractors or any Train that has achieved Substantial Completion (subcontractors, unless Contractor is in any way entitled to do so under this Agreement, including any right to stop, suspend, terminate or refuse to perform Work under this Agreement); (viii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (ix) disregard Applicable Law or Applicable Codes and Standards; (x) repudiate or fail to comply with any material provision of this Agreement; (xi) fail to commence performance of changed Work under a Unilateral Change Order Directive issued by Owner under this AgreementAgreement in accordance with Section 6.1E; (xii) be in Default pursuant to Sections 5.5G Section 5.5H or 11.4BSection 11.5B; (xiii) violate the provisions of Section 21.10; or (xiv) become, or if the Guarantor becomes, insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection andprotection. In addition, a default under the Train 3 EPC Agreement by Contractor shall, if elected by Owner in its sole discretion, constitute a Default by Contractor under this Agreement, and in that case the case liability for a default under the Train 3 EPC Agreement is handled under article 16 of such insolvency, receivership or assignment the cure provisions Train 3 EPC Agreement and the liability for a Default under this Agreement is handled in Section 16.1C shall not apply (an “Insolvency Event”)this Article 16.

Owner Rights Upon Contractor Default. Contractor shall be in “Default” if If Contractor shall at any time (i) materially fail to prosecute the Work in a diligent or safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under Section 3.10)manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iii) Abandon abandon the Project (provided that Contractor’s suspension of the Work in accordance with Section 16.4 shall not be deemed an abandonment of the Work); (iv) expressly repudiate any of its obligations under this Agreement; (v) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Sections 5.4.5, 6.1.3 or 21.6; (vii) fail to maintain insurance required under this 63 Agreement; (vviii) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17this Agreement; (viix) make changes to Key Personnel in violation of the provisions in Section 2.2; (x) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (viixi) cause, by any action or omission, any material stoppage or delay of or interference with the operation by work or operations of Owner or its Affiliates of the CCL Liquefaction Facility other contractors or any Train that has achieved Substantial Completion (unless Contractor is in any way entitled to do so under this Agreement, including any right to stop, suspend, terminate or refuse to perform Work under this Agreement)subcontractors; (viiixii) commit gross negligence or willful misconduct; (xiii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement)Subcontracts; (ixxiv) disregard Applicable Law or Applicable Codes and Standards; (xxv) repudiate or materially fail to comply with any material provision of this Agreement; (xixvi) be in violation of Section 21.10; (xvii) fail to commence performance provide satisfactory security in the event of changed Work under a Unilateral Material Adverse Change Order issued by Owner under in Contractor’s or Guarantor’s creditworthiness; (xviii) fail to achieve the Minimum Acceptance Criteria pursuant to this Agreement; (xiixix) be in Default pursuant to Sections 5.5G or 11.4Bhave paid the maximum amount of Delay Liquidated Damages payable under Section 20.2.1; (xiiixx) violate the provisions of Section 21.10; itself or (xiv) become, or if Guarantor becomes, becomes insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection protection; or (xxi) as otherwise specified in this Agreement (each of the foregoing being a “Default”), then following Owner’s written notice to Contractor specifying the general nature of the Default (unless in the event of any of the items (i) through (xvii) or (xxi) above, Contractor cures such condition within seven (7) Days, or if the Default cannot be cured with the exercise of reasonable diligence within such seven (7) Days but Contractor has commenced corrective action and cures such condition within an additional fourteen (14) Days), Owner, at its sole option and, without prejudice to any other rights that it has under this Agreement, at law or in equity and, without further notice to Contractor, may (a) take such steps as are necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all costs, damages, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Owner in connection therewith, (b) terminate for Default Contractor’s performance of all or any part of the Work, or (c) seek specific performance or interlocutory mandatory injunctive relief requiring performance of Contractor’s obligations, it being agreed by Contractor that such insolvency, receivership or assignment relief may be necessary to avoid irreparable harm to Owner. Guarantor’s failure to materially comply with any provisions of the cure provisions in Section 16.1C Parent Guarantee shall not apply (an “Insolvency Event”)be a Default under this Agreement.

Owner Rights Upon Contractor Default. Contractor shall be in “Default” if Contractor shall at any time (i) materially fail fails to prosecute the Work in a safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under Section 3.10this Agreement); (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iii) Abandon the WorkProject; (iv) fail to maintain insurance required under this Agreement; (v) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17; (vi) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement); (vii) cause, by any action or omission, any material interference with the operation by Owner or its Affiliates of the CCL Train 3 Liquefaction Facility or any Train that has achieved Substantial Completion (its pipeline contractors or subcontractors, unless Contractor is in any way entitled to do so under this Agreement, including any right to stop, suspend, terminate or refuse to perform Work under this Agreement); (viii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor Contractor, in accordance with the terms of this Agreement); (ix) disregard Applicable Law or Applicable Codes and Standards; (x) repudiate or fail to comply with any material provision of this Agreement; (xi) fail to commence performance of changed Work under a Unilateral Change Order Directive issued by Owner under this AgreementAgreement in accordance with Section 6.1E; (xii) be in Default pursuant to Sections 5.5G Section 5.5H or 11.4BSection 11.5B; (xiii) violate the provisions of Section 21.10; or (xiv) become, or if the Guarantor becomes, insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection andprotection. In addition, a default under the Trains 1 and 2 EPC Agreement by Contractor shall, if elected by Owner in its sole discretion, constitute a Default by Contractor under this Agreement, and in that case the case liability for a default under the Trains 1 and 2 EPC Agreement is handled under article 16 of such insolvency, receivership or assignment the cure provisions Trains 1 and 2 EPC Agreement and the liability for a Default under this Agreement is handled in Section 16.1C shall not apply (an “Insolvency Event”)this ARTICLE 16.

Owner Rights Upon Contractor Default. Contractor shall be in “Default” if If Contractor shall at any time (i) materially fail to prosecute the Work in a diligent or safe manner (i.e., in accordance with Applicable Law and the material provisions of the safety program developed by Contractor and approved by Owner under Section 3.10)manner; (ii) fail to commence the Work in accordance with the provisions of this Agreement; (iii) Abandon abandon the Project (provided that Contractor’s suspension of the Work in accordance with Section 16.4 shall not be deemed an abandonment of the Work); (iv) expressly repudiate any of its obligations under this Agreement; (v) fail to use an adequate amount or quality of personnel or Construction Equipment to perform and complete the Project without delay; (vi) be in Default pursuant to Sections 5.3.5, 6.1.4 or 21.6; (vii) fail to maintain insurance required under this Agreement; (vviii) fail to provide or maintain the Parent Guarantee in accordance with Section 21.17this Agreement; (viix) make changes to Key Personnel in violation of the provisions in Section 2.2; (x) fail to discharge liens filed by any Subcontractor or Sub-subcontractor as required under this Agreement (provided that Owner has made is not in breach of its payment obligations under this Agreement as it relates to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreementsubject lien); (viixi) cause, by any action or omission, any material stoppage or delay of or interference with the operation by work or operations of Owner or its Affiliates of the CCL Liquefaction Facility other contractors or any Train that has achieved Substantial Completion (unless Contractor is in any way entitled to do so under this Agreement, including any right to stop, suspend, terminate or refuse to perform Work under this Agreement)subcontractors; (viiixii) commit gross negligence or willful misconduct; (xiii) fail to make payment to Subcontractors for labor or materials owed in accordance with the respective Subcontracts (provided that Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the terms of this Agreement)Subcontracts; (ixxiv) disregard Applicable Law or Applicable Codes and Standards; (xxv) repudiate or materially fail to comply with any material provision of this Agreement; (xixvi) be in violation of Section 21.10; (xvii) fail to commence performance provide satisfactory security in the event of changed Work under a Unilateral Material Adverse Change Order issued by Owner under in Contractor’s or Guarantor’s creditworthiness; (xviii) fail to achieve the Minimum Acceptance Criteria pursuant to this Agreement; (xiixix) be in Default pursuant to Sections 5.5G or 11.4Bhave paid the maximum amount of Delay Liquidated Damages payable under Section 20.2.1; (xiiixx) violate the provisions of Section 21.10; itself or (xiv) become, or if Guarantor becomes, becomes insolvent, has a receiver appointed, makes a general assignment or filing for the benefit of its creditors or files for bankruptcy protection protection; or (xxi) as otherwise specified in this Agreement (each of the foregoing being a “Default”), then following Owner’s written notice to Contractor specifying the general nature of the Default (unless in the event of any of the items (i) through (xvii) or (xxi) above, Contractor cures such condition within seven (7) Days, or if the Default cannot be cured with the exercise of reasonable diligence within such seven (7) Days but Contractor has commenced corrective action and cures such condition within an additional fourteen (14) Days), Owner, at its sole option and, without prejudice to any other rights that it has under this Agreement and, without further notice to Contractor, may (a) take such steps as are necessary to overcome the Default condition, in which case Contractor shall be liable to Owner for any and all costs, damages, losses and expenses (including all reasonable attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Owner in connection therewith, (b) terminate for Default Contractor’s performance of all or any part of the case Work, or (c) seek specific performance or interlocutory mandatory injunctive relief requiring performance of Contractor’s obligations, it being agreed by Contractor that such insolvency, receivership or assignment relief may be necessary to avoid irreparable harm to Owner. Guarantor’s failure to materially comply with any provisions of the cure provisions in Section 16.1C Parent Guarantee shall not apply (an “Insolvency Event”)be a Default under this Agreement.