Common use of Termination/Expiration Assistance Clause in Contracts

Termination/Expiration Assistance. (a) Commencing upon notice of termination and continuing through the effective date of termination of this Contract, Contractor shall provide to Owner, or at Owner's request to Owner's designee, the reasonable termination/expiration assistance requested by Owner to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to Owner or its designee; provided, however, that Owner has paid all outstanding invoices. Such assistance shall include the following: (1) to the extent Contractor has not already done so pursuant to paragraph (d) of Article 10.1 (Warranties), Contractor shall assign, to the extent assignable, to Owner all Subcontractors', manufacturers' or other warranties on all materials or equipment furnished by Contractor; and (2) upon Owner's request, Contractor shall assign to Owner or its designee the Material Subcontracts, as well as any and all Subcontracts requested by Owner provided that such Subcontracts are assignable except in the case of termination pursuant to Article 26.1 (Termination for Owner's Convenience). (b) Owner shall pay Contractor for termination/expiration assistance in accordance with the pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria), provided, however, that in the event Contractor terminates the Contract due to Owner's failure to pay undisputed amounts or failure to pay amounts into escrow to the extent required under this Contract, Contractor shall be entitled to payment in advance for termination/expiration assistance.

Appears in 3 contracts

Samples: Contract for Engineering and Construction (Xm Satellite Radio Holdings Inc), Contract for Engineering and Construction of Terrestrial Repeater Network System (Xm Satellite Radio Holdings Inc), Contract for Engineering and Construction (Xm Satellite Radio Holdings Inc)

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Termination/Expiration Assistance. (a) Commencing upon notice of termination and continuing through the effective date of termination of this Contract, Contractor shall provide to Owner, or at Owner's request to Owner's designee, the reasonable termination/expiration assistance requested by Owner to allow 84 CONFIDENTIAL the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to Owner or its designee; provided, however, that Owner has paid all outstanding invoices. Such assistance shall include the following: (1) to the extent Contractor has not already done so pursuant to paragraph (d) of Article 10.1 (Warranties), Contractor shall assign, to the extent assignable, to Owner all Subcontractors', manufacturers' or other warranties on all materials or equipment furnished by Contractor; and (2) upon Owner's request, Contractor shall assign to Owner or its designee the Material Subcontracts, as well as any and all Subcontracts requested by Owner provided that such Subcontracts are assignable except in the case of termination pursuant to Article 26.1 (Termination for Owner's Convenience). (b) Owner shall pay Contractor for termination/expiration assistance in accordance with the pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria), provided, however, that in the event Contractor terminates the Contract due to Owner's failure to pay undisputed amounts or failure to pay amounts into escrow to the extent required under this Contract, Contractor shall be entitled to payment in advance for termination/expiration assistance.

Appears in 1 contract

Samples: Contract for Engineering and Construction of Terrestrial Repeater Network System (LCC International Inc)

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