Common use of Termination by the Owner for Convenience Clause in Contracts

Termination by the Owner for Convenience. 59.1 The Owner may, without cause, terminate performance of the Work under this Agreement by the Contractor. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the Work and the Contractor shall stop the Work when such termination becomes effective. At the Owner’s option, the Owner shall direct the Contractor to either terminate outstanding orders from suppliers and Subcontractors or assign the Contractor's right, title and interest to supply contracts, and/or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed portions of the Work and materials, equipment, parts, fixtures, information and agreement rights as the Contractor has. In case of such termination for the Owner’s convenience, Owner shall pay to Contractor, as Contractor’s sole and exclusive remedy for such termination, the amount which would have been due if a progress payment was to be made with respect to the Application for Payment with the last Work date being the date of termination plus reasonable costs of settling and paying claims arising out of the termination of Subcontracts or orders, provided Contractor fulfills all requirements hereunder for the making of Final Payment by the Owner. The Contractor shall not be entitled to any lost profits or consequential damages. As a condition of payment of the costs set forth herein, the Contractor shall submit a termination claim in writing to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner or the Architect to support its claim. 59.2 In addition to Owner’s rights to terminate for convenience under 59.1 above, the Owner may, without cause and for convenience, terminate performance of any part of the Work under this Agreement or any Subcontract. The Owner shall give written notice of such termination to the Contractor specifying the part of the Work or Subcontract to be terminated and when such termination becomes effective. The Contractor shall continue to prosecute the part of the Work not terminated. If a part of the Work or any Subcontract is so terminated, the Owner shall incur no liability to the Contractor by reason of such termination, except that the Contractor shall be entitled to payment for Work properly executed in accordance with the Contract Documents prior to the effective date of termination (the basis for such payment shall be as provided in the Contract Documents). In case of such termination, the Owner will issue a Construction Change Directive or authorize a Change Order in making any required adjustment to the Contract Time or Contract Sum. For the part of the Work terminated, the applicable provisions of the Contract Documents shall continue in full force and effect as to all Work performed prior to the effective date of termination. For the remainder of the Work, the Contract Documents shall remain in full force and effect. As a condition of payment of the costs set forth herein, the Contractor shall submit a termination claim in writing to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner or the Architect to support its claim.

Termination by the Owner for Convenience. 59.1 14.4.1 In addition to the reasons set forth in Section 14.2.1, the Owner may terminate this Contract without cause (at any time) upon seven (7) days written notice to the Contractor, provided that Owner agrees that it will not exercise its right to terminate this Contract without cause in bad faith. In the event the Owner so terminates this Contract, the Contractor shall be entitled to compensation only for the Work performed by the Contractor and accepted by the Owner, pursuant to the provisions of and subject to the limitations set forth in this Contract, up to and including the date of termination, plus the Contractor’s overhead and profit thereon (on a pro rata basis), all as determined by the Schedule of Values then applicable to the Work and the percentage of completion achieved by the Contractor (overall and in each category of the Work, as applicable) as of the date of termination. The Owner mayagrees that acceptance of such services shall not be unreasonably withheld. Further, without causein the event the Owner so terminates this Contract, terminate performance the Owner agrees to pay for services, materials, supplies ordered prior to the date of the Work under this Agreement termination by the Contractor. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations , for use in connection with the Work Project, and necessary for the Contractor shall stop the Work when such termination becomes effective. At the Owner’s option, the Owner shall direct the Contractor to either terminate outstanding orders from suppliers and Subcontractors or assign reasonable discharge of the Contractor's rightresponsibilities under this Contract, title or, if applicable, cancellation charges for such services, materials and interest to supply contractssupplies, and/or subcontracts to the Owner or its designee. The Contractor shall transfer title extent such services, materials and deliver to the Owner such completed or partially completed portions of the Work and materials, equipment, parts, fixtures, information and agreement rights as supplies cannot be discontinued by the Contractor haswithout cost or penalty upon notice of termination. In case of such termination for the Owner’s convenience, Owner shall pay to Contractor, as Contractor’s sole and exclusive remedy for such termination, the amount which would have been due if a progress payment was to be made with respect to the Application for Payment with the last Work date being the date of termination plus reasonable costs of settling and paying claims arising out of the termination of Subcontracts or orders, provided Contractor fulfills all requirements hereunder for the making of Final Payment by the Owner. The Contractor shall not be entitled to any lost profits or consequential damages. As a condition of payment of the costs set forth herein, the Contractor shall submit a termination claim in writing to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner or the Architect to support its claim. 59.2 In addition to Owner’s rights to terminate for convenience under 59.1 abovethe foregoing, the Owner may, without cause and for convenience, terminate performance of any part of the Work under this Agreement or any Subcontract. The Owner shall give written notice of such termination to if the Contractor specifying the part of the Work or Subcontract to be terminated and when such termination becomes effective. The Contractor shall continue to prosecute the part of the Work not terminated. If a part of the Work or any Subcontract is so terminated, the Owner shall incur pay the Contractor the reasonable value (based on purchase or rental as applicable) of any equipment retained by Owner and the reasonable costs of clean-up, removal of debris and removal of equipment, trailers and machinery used at the Project Site incurred as a result of the termination. The Owner will not be responsible, however. to reimburse the Contractor for any continuing contractual commitments to Subcontractors or penalties or damages for canceling such contractual commitments. and no liability compensation shall be allowed to Contractor or its Subcontractors for anticipated profit, unperformed services or intangibles. Any compensation due under this Section shall be payable to the Contractor by reason of thirty (30) days after such termination, except that the Contractor . The Contractor's sole remedy for any termination pursuant to this Section shall be entitled to payment for Work properly executed the compensation allowed in accordance with the Contract Documents prior to the effective date of this Section. Any termination (the basis for such payment shall be as provided in the Contract Documents). In case of such termination, the Owner will issue a Construction Change Directive or authorize a Change Order in making any required adjustment to the Contract Time or Contract Sum. For the part of the Work terminated, the applicable provisions of the Contract Documents shall continue in full force and effect as to all Work performed prior to the effective date of termination. For the remainder of the Work, the Contract Documents shall remain in full force and effect. As a condition of payment of the costs set forth herein, the Contractor shall submit a termination claim in writing to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner or the Architect pursuant to support its claim.Sections

Termination by the Owner for Convenience. 59.1 The Owner may, without cause, terminate performance 14.3.1 In addition to the Owner's right to remove the Contractor from any part of the Work under this Agreement by the Contractor. The Owner shall give written notice of such termination pursuant to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the Work and the Contractor shall stop the Work when such termination becomes effective. At the Owner’s option, the Owner shall direct the Contractor to either terminate outstanding orders from suppliers and Subcontractors or assign the Contractor's right, title and interest to supply contracts, and/or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed portions of the Work and materials, equipment, parts, fixtures, information and agreement rights as the Contractor has. In case of such termination for the Owner’s convenience, Owner shall pay to Contractor, as Contractor’s sole and exclusive remedy for such termination, the amount which would have been due if a progress payment was to be made with respect to the Application for Payment with the last Work date being the date of termination plus reasonable costs of settling and paying claims arising out of the termination of Subcontracts or orders, provided Contractor fulfills all requirements hereunder for the making of Final Payment by the Owner. The Contractor shall not be entitled to any lost profits or consequential damages. As a condition of payment of the costs set forth herein, the Contractor shall submit a termination claim in writing to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner or the Architect to support its claim. 59.2 In addition to Owner’s rights to terminate for convenience under 59.1 aboveContract Documents, the Owner may, at any time, at will and without cause and for conveniencecause, terminate performance of any part of the Work under this Agreement or any Subcontract. The Owner shall give subcontract or all remaining Work for any reason whatsoever by giving written notice of such termination to the Contractor specifying the part of the Work or Subcontract subcontract to be terminated and when such termination becomes effectivethe effective date of termination. The Contractor shall continue to prosecute the part of the Work not terminated. If a part of the Work or any Subcontract subcontract is so terminated, the Owner shall incur no liability to the Contractor by reason of such termination, except that the Contractor shall be entitled to payment for Work properly executed in accordance with the Contract Documents prior to the effective date of termination (the basis for such payment shall be as provided in the Contract), and for costs directly related to the Work thereafter performed by the Contractor in terminating such Work or subcontract, including reasonable cancellation charges of Subcontractors and a reasonable fee for profit up to a total maximum amount of Two Hundred Twenty-five Thousand and No/100 Dollars ($225,000.00) to compensate the Contractor for profits lost as the result of such termination. No payment shall be made by the Owner, however, to the extent that such Work or subcontract is, was or could have been terminated under the Contract Documents)Documents without loss, cost or expense to the Contractor or where an equitable adjustment is made or denied under another provision of the Contract without loss, cost or expense to the Contractor. In case of such termination, the Owner will issue a Construction Change Directive or authorize a Change Order in making any required adjustment to the Contract Time or Contract Sumscheduled Date of Final Completion and/or the Guaranteed Maximum Price. For the part of the Work terminated, the applicable provisions of the Contract Documents shall continue in full force and effect as to all Work performed prior to the effective date of termination. For the remainder of the Work, the Contract Documents shall remain in full force and effect. 14.3.2 The Owner shall not be responsible for damages for loss of anticipated profits on Work not performed on account of any termination described in Subparagraph 14.3.1 in excess of Two Hundred Twenty-five Thousand and No/100 Dollars ($225,000.00). As OWNER: NATIONAL INSTRUMENTS COMPANY, a condition of payment of Delaware corporation By: /s/ Davxx Xxxxxx ----------------- Print Name: Davxx Xxxxxx Title: Secretary CONTRACTOR: WHITE CONSTRUCTION CO., a Mississippi corporation By: /s/ Neex Xxxxx ---------------- Print Name: Neex Xxxxx Title: President RT\12076.14\PHASE2\CONXXX\XXAFT.FI4,08/06/97 ADDENDUM I INSURANCE At the costs set forth hereinContractor's sole expense, the Contractor shall submit a termination claim obtain and maintain in writing to full force and effect the Owner and following insurance for claims which may arise from the Architect specifying the amounts due because performance of the termination for convenience together with costsWork, pricing or other data required by whether resulting from the Owner Contractor's operations or the Architect to support its claim.operations of any Subcontractor, anyone directly or indirectly in the employ of any of them, or by any individual or entity whose acts they may be liable: