Suspension for Cause by Buyer. Buyer will be entitled to order Seller to suspend performance of (i) that portion of the Work (A) being performed in breach of the Definitive Agreement to the extent such performance poses an imminent danger to the safety of any individual or the Work or (B) that results in any material violation of any law or applicable permit or (ii) the Work as a whole if, after the Closing, (A) Seller fails to maintain any insurance coverage required to be maintained in the Definitive Agreement or (B) there have been at least two (2) material violations of laws or applicable permits or applicable health, safety, quality, construction, workplace, and security rules, procedures, and programs with respect to Work or the project site. Notices of any such suspension delivered by Buyer to Seller will specify the scope and period of suspension (or Buyer’s good faith estimate thereof) and the reason(s) therefor. Upon receiving a notice of any such suspension, Seller will be required to suspend the Work or portion of the Work, as applicable, and take such other actions as specified and reasonably required by Buyer to protect individuals and property and to cure any condition that resulted in such suspension. During the period of suspension, Seller will retain its obligation to properly care for and protect all Work in progress, unless otherwise directed by Xxxxx. Buyer will withdraw the suspension upon the elimination of the condition(s) or, in the case of a suspension pursuant to clause (ii)(B), Xxxxx’s approval (not to be unreasonably withheld) of a plan developed by Seller to prevent the future occurrence of violations that resulted in or could result in such suspension. On the specified date of withdrawal, Seller will, as promptly as practicable, resume performance of the Work for which the suspension was withdrawn. For the avoidance of doubt, Seller will not be entitled to any cost, schedule or other relief with respect to the performance of the Work arising out of or relating to any suspension under this item 37.
