Common use of Requirements Following Termination Clause in Contracts

Requirements Following Termination. Upon termination of this Agreement, Concessionaire shall be immediately released from any and all obligations to Contractor (except for Concessionaire’s obligation to pay the Termination Payment or any amount payable under this Agreement by Concessionaire to Contractor that is due but unpaid as of the termination date), Contractor shall immediately discontinue the TTMS Work and remove its personnel and construction equipment from the TTMS Work Site, and Concessionaire shall be entitled to take exclusive possession of the TTMS Project and all or any part of the equipment and materials delivered or enroute to the TTMS Project, to the extent that Concessionaire has paid Contractor all undisputed amounts hereunder then due and payable from Concessionaire to Contractor. If requested by Concessionaire, Contractor will make every reasonable effort to cancel any existing Subcontracts upon terms satisfactory to Concessionaire. Except as otherwise expressly provided in this Agreement or where pursuant to the dispute resolution process under Article 19 it is determined that termination by Concessionaire was wrongful, any payments to be made to a Subcontractor as a result of any such termination shall be at the expense of Contractor. Contractor shall also, upon request by Concessionaire, (i) deliver and assign to Concessionaire (but in no event shall Concessionaire be liable for any action or default of Contractor occurring prior to such delivery and assignment except to the extent such action or default was caused by Concessionaire, and each Subcontract shall so provide) any and all Subcontracts, purchase order, bonds and options made by Contractor in performance of the TTMS Work, and (ii) deliver to Concessionaire originals of all Construction Documentation and, if the termination occurs at a time when the design of the TTMS Project is incomplete, originals of all Design Documentation in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement, the Comprehensive Agreement and related documents executed by Concessionaire), all other materials relating to the TTMS Work which belong to Concessionaire, and all papers and documents relating to the Governmental Approvals for the TTMS Work, 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 Concessionaire. Contractor shall also fulfill Concessionaire’s obligations under Section 20.08(b)-(e) of the Comprehensive Agreement to the extent they relate to the TTMS Work. Notwithstanding any termination of Contractor’s retention or this Agreement pursuant to this Article 15, Contractor shall for a period not to exceed five (5) days take such steps as are reasonably necessary to preserve and protect TTMS Work completed and in progress and to protect materials, equipment and supplies at the Project Right of Way, stored off-site, or in transit. Except as provided herein, no action taken by Concessionaire or Contractor after the termination of Contractor’s retention of this Agreement shall prejudice any other rights or remedies of Concessionaire or Contractor provided by law, the Comprehensive Agreement, this Agreement, or otherwise upon such termination.

Requirements Following Termination. Upon termination of this Agreement, Concessionaire shall be immediately released from any and all obligations to Contractor (except for Concessionaire’s obligation to pay the Termination Payment or any amount payable under this Agreement by Concessionaire to Contractor that is due but unpaid as of the termination datespecified in Section 15.2, if applicable), Contractor shall immediately discontinue the TTMS Work and remove its personnel and construction equipment from the TTMS Work SiteProject Right of Way, and Concessionaire shall be entitled to take exclusive possession of the TTMS Project and all or any part of the equipment and materials delivered or enroute to the TTMS Project, to the extent that Concessionaire has paid Contractor all undisputed amounts hereunder then due and payable from Concessionaire to Contractor. If requested by Concessionaire, Contractor will make every reasonable effort to cancel any existing Subcontracts upon terms satisfactory to Concessionaire. Except as otherwise expressly provided in this Agreement or where pursuant to the dispute resolution process under Article 19 it is determined that termination by Concessionaire was wrongfulSection 4.4 hereof, any payments to be made to a Subcontractor as a result of any such termination shall be at the expense of Contractor. Contractor shall also, upon request by Concessionaire, (i) deliver and assign to Concessionaire (but in no event shall Concessionaire be liable for any action or default of Contractor occurring prior to such delivery and assignment except to the extent such action or default was caused by Concessionaire, and each Subcontract shall so provide) any and all Subcontracts, purchase order, bonds and options made by Contractor in performance of the TTMS Work, and (ii) deliver to Concessionaire originals of all Construction Documentation Contract Documents and, if the termination occurs at a time when the design of the TTMS Project is incomplete, originals of all Design Documentation Documents in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement, the Comprehensive Agreement and related documents other Contract Documents executed by Concessionaire), all other materials relating to the TTMS Work which belong to Concessionaire, and all papers and documents relating to the Governmental Approvals for the TTMS WorkPermits, 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 Concessionaire. Contractor shall also fulfill Concessionaire’s obligations under Section 20.08(b)-(e) of the Comprehensive Agreement to the extent they relate to the TTMS Work. Notwithstanding any termination of Contractor’s retention or this Agreement pursuant to this Article 15, Contractor shall for a period not to exceed five (5) days take such steps as are reasonably reasonable necessary to preserve and protect TTMS Work completed and in progress and to protect materials, equipment and supplies at the Project Right of Way, stored off-site, or in transit. Except as provided herein, no action taken by Concessionaire or Contractor after the termination of Contractor’s retention of this Agreement shall prejudice any other rights or remedies of Concessionaire or Contractor provided by law, by the Comprehensive Agreement, this Agreement, Contract Documents or otherwise upon such termination.

Requirements Following Termination. Upon termination of this Agreement, Concessionaire shall be immediately released from any and all obligations to Contractor (except for Concessionaire’s obligation to pay the Termination Payment or any amount payable under this Agreement by Concessionaire to Contractor that is due but unpaid as of the termination date), Contractor shall immediately discontinue the TTMS Work and remove its personnel and construction equipment from the TTMS Work Site, and Concessionaire shall be entitled to take exclusive possession of the TTMS Project and all or any part of the equipment and materials delivered or enroute to the TTMS Project, to the extent that Concessionaire has paid Contractor all undisputed amounts hereunder then due and payable from Concessionaire to Contractor. If requested by Concessionaire, Contractor will make every reasonable effort to cancel any existing Subcontracts upon terms satisfactory to Concessionaire. Except as otherwise expressly provided in this Agreement or where pursuant to the dispute resolution process under Article 19 it is determined that termination by Concessionaire was wrongful, any payments to be made to a Subcontractor as a result of any such termination shall be at the expense of Contractor. Contractor shall also, upon request by Concessionaire, (i) deliver and assign to Concessionaire (but in no event shall Concessionaire be liable for any action or default of Contractor occurring prior to such delivery and assignment except to the extent such action or default was caused by Concessionaire, and each Subcontract shall so provide) any and all Subcontracts, purchase order, bonds and options made by Contractor in performance of the TTMS Work, and (ii) deliver to Concessionaire originals of all Construction Documentation and, if the termination occurs at a time when the design of the TTMS Project is incomplete, originals of all Design Documentation in process (except that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement, the Comprehensive Agreement and related documents executed by Concessionaire), all other materials relating to the TTMS Work which belong to Concessionaire, and all papers and documents relating to the Governmental Approvals for the TTMS Work, 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 Concessionaire. Contractor shall also fulfill Concessionaire’s obligations under Section 20.08(b)-(e) of the Comprehensive Agreement to the extent they relate to the TTMS Work. Notwithstanding any termination of Contractor’s retention or this Agreement pursuant to this Article A rticle 15, Contractor shall for a period not to exceed five (5) days take such steps as are reasonably necessary to preserve and protect TTMS Work completed and in progress and to protect materials, equipment and supplies at the Project Right of Way, stored off-site, or in transit. Except as provided herein, no action taken by Concessionaire or Contractor after the termination of Contractor’s retention of this Agreement shall prejudice any other rights or remedies of Concessionaire or Contractor provided by law, the Comprehensive Agreement, this Agreement, or otherwise upon such termination.