Pass-Through Claims. In the event of any dispute or claim between Contractor and Owner which directly or indirectly involves the Work performed or to be performed by Subcontractor, or in the event of any dispute or claim between Contractor and Subcontractor caused by or arising out of conduct for which Owner may be responsible, Subcontractor agrees to be bound to Contractor and Contractor agrees to he bound to Subcontractor to the same extent that Contractor is bound to Owner by the terms of the Main Contract and by any and all procedures and resulting decisions, findings, determinations, or awards made thereunder by the person so authorized in the Main Contract, or by an administrative agency, board, court of competent jurisdiction or arbitration. If any dispute or claim of Subcontractor is prosecuted or defended by Contractor together with disputes or claims of Contractor’s own, and Subcontractor is not directly a party, Subcontractor agrees to cooperate fully with Contractor and to furnish all documents, statements, witnesses, and other information required by Contractor for such purpose and shall pay or reimburse Contractor for all expenses and costs, including reasonable attorneys’ fees incurred in connection therewith, to the extent of Subcontractor’s interest in such claim or dispute. Subcontractor agrees to be bound by the procedure and final determinations as specified in the Main Contract and agrees that it will not take, or will suspend, any other action or actions (including but not limited to any arbitration(s) or action(s) commenced pursuant to the Federal Xxxxxx Act, state lien statutes, Bond or Retainage Act(s)) with respect to any such claims and will pursue no independent litigation with respect thereto, pending final determination of any dispute resolution procedure between Owner and Contractor. It is expressly understood and agreed that as to any and all claims asserted by Subcontractor in connection with this project arising from the actions or fault of Owner, Contractor shall not be liable to Subcontractor for any greater amount than Owner is liable to Contractor, less any markups or costs incurred by Contractor. As to any claims asserted by Subcontractor for or on account of acts or omissions of Owner or its agents or design professionals, at the sole option of Contractor, Subcontractor agrees to prosecute such claims in Contractor’s name. For any amount recovered or collected (whether through proceedings or settlement) by Subcontractor, Contractor shall...
Pass-Through Claims. 12.4.1 If Subcontractor is unsatisfied with any Change Order or Construction Change Directive, or otherwise has a claim for which Owner is or may be responsible, Contractor, upon Subcontractor’s timely request and at Subcontractor’s sole expense, will either at Contractor’s sole option (a) prosecute Subcontractor’s claims singly or in combination with its own claims, claims by other subcontractors or both, or (b) assist Subcontractor in presenting its claims to Owner, Architect and/or Engineer in Contractor’s name, but in so doing Contractor acts solely as a conduit for such claim and assumes no responsibility or liability therefor. If the Contractor elects to authorize the Subcontractor to prosecute its claims in the name of the Contractor, Subcontractor shall furnish copies of all documents concerning the claim and the prosecution and appeal of such claim to Contractor; consult with Contractor from time to time on the course and status of the claims and any appeal; reimburse Contractor for any cost or expense relating to the claims and appeals including costs of producing and providing witnesses and documents and any attorneys or expert fees and expenses; and indemnify and hold Contractor harmless from any damage, cost, expense or claim arising out of any delay in the close-out of the Prime Contract, any additional retainage withheld by the Owner from the Contractor, any delay in commencement of warranties or other adverse consequence related to the prosecution and appeal of the Subcontractor’s claims. Subcontractor further agrees to proceed with any disputed work related to its claims or appeal in accordance with Contractor’s instructions, notwithstanding the pendency of the claims or appeal.
Pass-Through Claims. 35.2.1 Subject to the principles set out in this clause 35.2 all entitlements which the Operations Subcontractor has against the Private Party under this Agreement where the Private Party has corresponding entitlements against the Municipality under the PPP Agreement will be pass through claims, including, but not limited to, in relation to Force Majeure, Unforeseeable Conduct, Relief Events, Compensation Events (Pass Through Claims).
