Common use of Termination by Supplier Clause in Contracts

Termination by Supplier. Section 17.2.1 Supplier may terminate this Agreement in the event a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up to the start of the Suspension Period, plus, without duplication of amounts paid pursuant to Section 16.3.1, all reasonable and documented demobilization and cancellation costs incurred by Supplier. Section 17.2.2 Supplier may terminate this Agreement prior to Final Completion for good cause, consisting of System Owner’s material breach of this Agreement, if such material breach has not been cured within fifteen (15) days after notice of such material breach. Section 17.2.3 In the event that Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will (a) cease Work and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, (b) take the actions necessary, or that System Owner may direct, for the protection and preservation of the Site, the Work and the System, (c) assign to System Owner or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to the Work and the System, and deliver to System Owner complete and unredacted copies of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or in connection with performance by Supplier or any Subcontractor of the Work, other than to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System Owner.

Termination by Supplier. Section 17.2.1 41.3.1 If: (a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may give a notice to the Purchaser that requires payment of such sum, with interest on this sum as stipulated in GCC Clause 12.3, requires approval of such invoice or supporting documents, or specifies the breach and requires the Purchaser to remedy the same, as the case may be. If the Purchaser fails to pay such sum together with such interest, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Supplier’s notice; or. (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System; (c) then the Supplier may give a notice to the Purchaser of such events, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 41.3.1, forthwith terminate the Contract. 41.3.2 The Supplier may terminate this Agreement in the event Contract immediately by giving a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up notice to the start Purchaser to that effect, referring to this GCC Clause 41.3.2, if the Purchaser becomes Purchaserrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, being a corporation, if a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Suspension Period, plus, without duplication Purchaser takes or suffers any other analogous action in consequence of amounts paid pursuant to Section 16.3.1, all reasonable and documented demobilization and cancellation costs incurred by Supplierdebt. Section 17.2.2 41.3.3 If the Contract is terminated under GCC Clauses 41.3.1 or 41.32, then the Supplier may terminate this Agreement prior to Final Completion for good cause, consisting of System Owner’s material breach of this Agreement, if such material breach has not been cured within fifteen (15) days after notice of such material breach.shall immediately: Section 17.2.3 In the event that Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will (a) cease Work all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, safe condition; (b) take terminate all subcontracts, except those to be assigned to the actions necessaryPurchaser pursuant to Clause 41.3.3 (d) (ii); (c) remove all Supplier’s Equipment from the site and repatriate the Supplier’s and its Subcontractor’s personnel from the site. (d) In addition, or that System Owner may directthe Supplier, for subject to the protection and preservation payment specified in GCC Clause 41.3.4, shall: (i) deliver to the Purchaser the parts of the SiteSystem executed by the Supplier up to the date of termination; (ii) to the extent legally possible, assign to the Work Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors; (ciii) assign to System Owner the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its designee all rightSubcontractors as of the date of termination in connection with the System. 41.3.4 If the Contract is terminated under GCC Clauses 41.3.1 or 41.3.2, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related the Purchaser shall pay to the Work and the SystemSupplier all payments specified in GCC Clause 41.1.3, and deliver to System Owner complete and unredacted copies reasonable compensation for all loss, except for loss of all such assigned contractsprofit, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in or damage sustained by the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances Supplier arising out of, in connection with, or in consequence of such termination. 41.3.5 Termination by the Supplier pursuant to this GCC Clause 41.3 is without prejudice to any other rights or remedies of the Supplier that may be exercised in lieu of or in connection with performance addition to rights conferred by Supplier or any Subcontractor of the Work, other than to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System OwnerGCC Clause 41.3.

Termination by Supplier. Section 17.2.1 29.3.1 If: (a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may terminate this Agreement in the event give a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up notice to the start Purchaser that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the Suspension Periodbreach and requires the Purchaser to remedy the same, plusas the case may be. If the Purchaser fails to pay such sum , without duplication of amounts paid pursuant fails to Section 16.3.1approve such invoice or supporting documents or give its reasons for withholding such approval, all reasonable and documented demobilization and cancellation costs incurred by Supplier. Section 17.2.2 Supplier may terminate this Agreement prior fails to Final Completion for good cause, consisting of System Owner’s material remedy the breach of this Agreement, if such material or take steps to remedy the breach has not been cured within fifteen thirty (1530) days after receipt of the Supplier’s notice; or (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System; then the Supplier may give a notice to the Purchaser of such material breachevents, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 29.3.1, forthwith terminate the Contract. Section 17.2.3 In 29.3.2 If the event that Contract is terminated under GCC Clauses 29.3.1 then the Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will shall immediately: (a) cease Work all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, safe condition; (b) take terminate all subcontracts, except those to be assigned to the actions necessaryPurchaser pursuant to Clause 29.3.3 (d) (ii); (c) remove all Supplier’s Equipment and personnel from the site. (d) In addition, or that System Owner may directthe Supplier, for subject to the protection and preservation payment specified in GCC Clause 29.3.3, shall: (i) deliver to the Purchaser the parts of the SiteSystem executed by the Supplier up to the date of termination; (ii) to the extent legally possible, assign to the Work Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors; (ciii) assign to System Owner the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to Subcontractors as of the Work and the System, and deliver to System Owner complete and unredacted copies date of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or termination in connection with performance by Supplier or any Subcontractor of the WorkSystem. 29.3.3 If the Contract is terminated under GCC Clauses 29.3.1, other than the Purchaser shall pay to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm all payments specified in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System OwnerGCC Clause 29.1.3.

Termination by Supplier. Section 17.2.1 29.3.1 If: (a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may terminate this Agreement in the event give a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up notice to the start Purchaser that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the Suspension Periodbreach and requires the Purchaser to remedy the same, plusas the case may be. If the Purchaser fails to pay such sum , without duplication of amounts paid pursuant fails to Section 16.3.1approve such invoice or supporting documents or give its reasons for withholding such approval, all reasonable and documented demobilization and cancellation costs incurred by Supplier. Section 17.2.2 Supplier may terminate this Agreement prior fails to Final Completion for good cause, consisting of System Owner’s material remedy the breach of this Agreement, if such material or take steps to remedy the breach has not been cured within fifteen thirty (1530) days after receipt of the Supplier’s notice; or (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System; then the Supplier may give a notice to the Purchaser of such material breachevents, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 29.3.1, forthwith terminate the Contract. Section 17.2.3 In 29.3.2 If the event that Contract is terminated under GCC Clauses 29.3.1 then the Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will shall immediately: (a) cease Work all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, safe condition; (b) take Terminate all subcontracts, except those to be assigned to the actions necessaryPurchaser pursuant to Clause 29.3.3 (d) (ii); (c) Remove all Supplier’s Equipment and personnel from the site. (d) In addition, or that System Owner may directthe Supplier, for subject to the protection and preservation payment specified in GCC Clause 29.3.3, shall: (i) Deliver to the Purchaser the parts of the SiteSystem executed by the Supplier up to the date of termination; (ii) to the extent legally possible, assign to the Work Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors; (ciii) assign to System Owner the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to Subcontractors as of the Work and the System, and deliver to System Owner complete and unredacted copies date of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or termination in connection with performance by Supplier or any Subcontractor of the WorkSystem. 29.3.3 If the Contract is terminated under GCC Clauses 29.3.1, other than the Purchaser shall pay to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm all payments specified in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System OwnerGCC Clause 29.1.3.

Termination by Supplier. Section 17.2.1 29.3.1 If: (a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may terminate this Agreement in the event give a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up notice to the start Purchaser that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the Suspension Periodbreach and requires the Purchaser to remedy the same, plusas the case may be. If the Purchaser fails to pay such sum, without duplication of amounts paid pursuant fails to Section 16.3.1approve such invoice or supporting documents or to give its reasons for withholding such approval, all reasonable and documented demobilization and cancellation costs incurred by Supplier. Section 17.2.2 Supplier may terminate this Agreement prior fails to Final Completion for good cause, consisting of System Owner’s material remedy the breach of this Agreement, if such material or take steps to remedy the breach has not been cured within fifteen thirty (1530) days after receipt of the Supplier’s notice; or (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System; then the Supplier may give a notice to the Purchaser of such material breachevents, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 29.3.1, forthwith terminate the Contract. Section 17.2.3 In 29.3.2 If the event that Contract is terminated under GCC Clauses 29.3.1 then the Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will shall immediately: (a) cease Work all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, safe condition; (b) take terminate all subcontracts, except those to be assigned to the actions necessaryPurchaser pursuant to Clause 29.3.3 (d) (ii); (c) remove all Supplier’s Equipment and personnel from the site. (d) In addition, or that System Owner may directthe Supplier, for subject to the protection and preservation payment specified in GCC Clause 29.3.3, shall: (i) deliver to the Purchaser the parts of the SiteSystem executed by the Supplier up to the date of termination; (ii) to the extent legally possible, assign to the Work Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors; (ciii) assign to System Owner the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to Subcontractors as of the Work and the System, and deliver to System Owner complete and unredacted copies date of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or termination in connection with performance by Supplier or any Subcontractor of the WorkSystem. 29.3.3 If the Contract is terminated under GCC Clauses 29.3.1, other than the Purchaser shall pay to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm all payments specified in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System OwnerGCC Clause 29.1.3.

Termination by Supplier. Section 17.2.1 10.3.1 Supplier may terminate this Agreement upon ninety (90) days prior written notice to Purchaser if Purchaser, in any calendar year commencing with 2010, purchases less than [***] of Product (the “Minimum Purchase Requirement”) hereunder in the event aggregate for [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. such entire calendar year; provided, however, that no such termination shall be effective if, within such [***] period, Purchaser purchases or makes payment for the amount of Product necessary to satisfy the Minimum Purchase Requirement for such calendar year. Notwithstanding the foregoing, if Supplier does not provide written notice of termination of this Agreement within [***] after the end of a Suspension Period continues calendar year for which Purchaser purchased less than the Minimum Purchaser Requirement and for which Supplier has a right to terminate this Agreement hereunder, Supplier shall no longer have the right to terminate this Agreement hereunder for Purchaser’s purchase of less than forty-five (45) daysthe Minimum Purchaser Requirement for such calendar year. In such event, System Owner shall compensate Supplier for all Work performed up For clarity and subject to the start conditions of this Section 10.3 set forth above, Supplier shall still have the Suspension Period, plus, without duplication right to terminate this Agreement under this Section 10.3 for Purchaser’s purchase of amounts paid pursuant to Section 16.3.1, all reasonable and documented demobilization and cancellation costs incurred by Supplierless than the Minimum Purchase Requirement in the aggregate in a subsequent calendar year. Section 17.2.2 10.3.2 Supplier may terminate this Agreement for convenience upon twelve (12) months’ prior to Final Completion for good causewritten notice; provided, consisting of System Owner’s material breach of this Agreementhowever, if that no such material breach has not been cured within fifteen termination shall be effective until the third (153rd) days after notice of such material breach. Section 17.2.3 In the event that Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will (a) cease Work and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, (b) take the actions necessary, or that System Owner may direct, for the protection and preservation anniversary of the Site, the Work and the System, (c) assign first to System Owner or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to the Work and the System, and deliver to System Owner complete and unredacted copies of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or in connection with performance by Supplier or any Subcontractor occur of the Work, other than to following: (i) the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm in writing the assignment hereunder date of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System Full Secondary Source Qualification; and (gii) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System Ownerdate of Full Secondary Source Approval.

Termination by Supplier. Section 17.2.1 (a) If Triple-S (i) fails to pay Supplier when due material Charges under this Agreement, not otherwise disputed in good faith, totaling an amount greater than or equal to the result obtained by [***], and fails to make such payment within [***] after the date Triple-S receives written notice of non-payment from Supplier (a copy of which notice shall also indicate that Supplier may terminate this Agreement in the event a Suspension Period continues longer than fortyif Triple-five (45) days. In S fails to pay such eventunpaid amounts, System Owner and shall compensate be sent by Supplier for all Work performed up to the start Triple-S Chief Financial Officer and General Counsel), or (ii) materially breaches Section 10.5 (License During the Term and the Disengagement Assistance Periods), Section 13 (Compliance With Laws), Section 15 (Intellectual Property), or Section 21 (Confidentiality) and Triple-S fails to cure such material breach within thirty (30) days after the date Triple-S receives written notice of the Suspension Period, plus, without duplication such material breach from Supplier (a copy of amounts paid pursuant to Section 16.3.1, all reasonable and documented demobilization and cancellation costs incurred by Supplier. Section 17.2.2 which notice shall also indicate that Supplier may terminate this Agreement prior if Triple-S fails to Final Completion for good causecure such material breach, consisting of System Owner’s material breach of and shall be sent by Supplier to the Triple-S Chief Financial Officer and General Counsel), then Supplier may terminate this Agreement by sending written notice to Triple-S terminating this Agreement, if such material breach has in which event this Agreement shall terminate as of the date specified in the notice of termination (but not been cured within fifteen earlier than thirty (1530) days after notice Triple-S’s receipt of such material breachnotice). Section 17.2.3 In the event that Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will (a) cease Work and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, (b) take the actions necessaryFor clarity and without limiting Triple-S’s rights in Section 17 (Disengagement Assistance) (but subject to Section 17.3(c)), or that System Owner may direct, for the protection and preservation of the Site, the Work and the System, Triple-S shall be entitled to Disengagement Assistance pursuant to Section 17 (cDisengagement Assistance) assign to System Owner or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to the Work and the System, and deliver to System Owner complete and unredacted copies of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or in connection with performance by if Supplier or any Subcontractor of the Work, other than to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System Ownerterminates this Agreement.