Common use of Termination for Convenience by Owner Clause in Contracts

Termination for Convenience by Owner. Owner shall have the right to terminate for convenience Contractor’s performance of all of the Work by providing Contractor with [***] ([***]) Days’ written notice of termination. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date and to the extent specified in such notice, (ii) place no further orders for Subcontracts, Equipment, or any other items or services except as may be necessary for completion of such portion of the Work as is not discontinued, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner of all Subcontracts and rental agreements to the extent they relate to the performance of the Work that is discontinued unless Owner elects to take assignment of any such Subcontracts, (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, (v) cooperate with Owner for the efficient transition of the Work, (vi) cooperate with Owner in the transfer of Work Product (and to the use restrictions in the licenses described in Section 10.7A-C), including Drawings and Specifications, Permits, licenses and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid (a) the reasonable value of the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor (including down payments, if any, made under this Agreement), plus (b) actual costs that are reasonably incurred and properly demonstrated by Contractor to have been sustained in the performance of the Work up to the date of termination or as a result of termination, plus associated profit margin of five percent (5%) on such costs, submitted in accordance with this Section 16.1E, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk, or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within [***] ([***]) Days following the effective date of termination (or as may be extended if agreed in writing by the Parties). If no Work (including Work under an LNTP) has been performed by Contractor at the time of termination, Contractor shall be paid the sum of one hundred U.S. Dollars (U.S. $100) for its undertaking to perform.

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience Contractor’s performance of all of the Work by providing Contractor with [***] ([***]) Days’ a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date and to of the extent specified in such notice, (ii) place no further orders for Subcontracts, Equipment, or any other items or services except as may be necessary for completion of such portion of the Work as is not discontinuedservices, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts and Subcontracts, including rental agreements to the extent they relate to the performance of the Work that is discontinued agreements, unless Owner elects to take assignment of any such Subcontracts, (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site, (v) cooperate with Owner for the efficient transition of the Work, and (vi) cooperate with Owner in the transfer of Work Product (and to the use restrictions in the licenses described in Section 10.7A-C)Product, including Drawings and Specifications, Permits, licenses Permits and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid the following amounts no later than twenty five (a25) Days after submission of Contractor’s invoice(s) therefor: (i) the reasonable value portion of the Contract Price for the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor Contractor; (including down payments, if any, made under this Agreement), plus (bii) actual costs that are reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and properly demonstrated supported by Contractor), including cancellation charges owed by Contractor to have been sustained Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and (iii) in the performance respect of loss of profit, a lump sum equal to ten percent (10%) of the Work up Contract Price paid to the date Contractor as of termination or as a result of termination, plus associated profit margin of five percent (5%) on such costs, submitted in accordance with this Section 16.1E, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk, or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within [***] ([***]) Days following the effective date of termination termination, less the unamortized portion of the Advance Payment (or as may be extended if agreed in writing represented by the Parties)remaining amount of the Payment Letter of Credit) as of the effective date of termination; provided, however, Contractor shall not be entitled to such loss of profit if (A) in accordance with Section 16.7, an event of Force Majeure has caused suspension of the Project for at least one hundred and eighty (180) consecutive Days; (B) FERC Authorization has not been issued by December 31, 2005 on terms acceptable to Owner; or (C) Owner has not obtained project financing on or before December 31, 2005. If no Work (including Work under an LNTP) has been performed by Contractor at the time of termination, Contractor shall be paid the sum of one hundred One Hundred U.S. Dollars (U.S. $100U.S.$100) for its undertaking to perform.

Termination for Convenience by Owner. Owner shall have the right to terminate for convenience Contractor’s performance of all of the Work by providing Contractor with [***] seven ([***]7) Days’ written notice of termination. Upon such termination for convenience, Contractor shall (i) immediately discontinue the Work on the date and to the extent specified in such notice, (ii) place no further orders for Subcontracts, Equipment, or any other items or services except as may be necessary for completion of such portion of the Work as is not discontinued, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner of all Subcontracts and rental agreements to the extent they relate to the performance of the Work that is discontinued unless Owner elects to take assignment of any such Subcontracts, (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, (v) cooperate with Owner for the efficient transition of the Work, (vi) cooperate with Owner in the transfer of Work Product (and subject to the use restrictions in the licenses described in Section 10.7A-CArticle 10), including Drawings and Specifications, Permits, licenses and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid (a) the reasonable value of the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor (including down payments, if any, made under this Agreement), plus (b) actual costs that are reasonably incurred and properly demonstrated by Contractor to have been sustained in the performance of the Work up to the date of termination or as a result of termination, plus associated profit margin of five *** percent (5***%) on such costs, submitted in accordance with this Section 16.1E16.2, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk, risk or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within [***] sixty ([***]60) Days following the effective date of termination (or as may be extended if agreed in writing by the Parties). If no Work (including Work under an LNTP) has been performed by Contractor at the time of termination, Contractor shall be paid the sum of one hundred *** U.S. Dollars (U.S. $100***) for its undertaking to perform.