Termination for Owner's Convenience. Owner reserves the right to terminate this Agreement or any part thereof, due to an Act of God or for its sole convenience by providing written Notice to Contractor stating the effective date of the termination. In the event of such termination, Contractor shall immediately stop all Work hereunder and shall immediately cause any and all of its Subcontractors and material Suppliers at any tier, to immediately stop all Work, leaving the Project Site in a safe and secured condition. Contractor shall not be paid for any Work performed or costs incurred after the effective date of the termination that reasonably could have been avoided. Contractor shall be paid in accordance with the provisions of Article 7 for all Work performed and any materials obtained prior to the effective date of termination but not used; except that the amount due Contractor shall be based upon Owner's final estimate of the Work completed to the date of suspension of the Work, less any amounts required to be withheld pursuant to Article 7, and less any prior payment(s) made to or on the account of Contractor.
Termination for Owner's Convenience. (a) Owner may, upon written notice to Contractor, at any time, terminate the Work, in whole or in part, in accordance with the terms set forth below, and Contractor shall immediately cease the Work in the manner and to the extent specified below, provided Owner is not in default under this Contract, and further provided Owner does not award to another Contractor all or a portion of the Work terminated under this Article 26.1 (Termination for Owner's Convenience) within one (1) year after such termination.
(b) In the event of partial termination of the Work in accordance with this Article 26.1 (Termination for Owner's Convenience), Owner's notice of termination will specify the portion of the Work terminated and the remaining provisions of this Article 26.1 (Termination for Owner's Convenience) shall apply to such terminated portion. All other portions of the Work shall continue unaffected.
(c) Upon receipt of a notice of termination, as provided in paragraph (a) above, Contractor shall take the following actions:
(1) stop Work under this Contract on the date and to the extent specified in the notice of termination, except those services that are reasonably necessary to be provided in connection with a termination of this Contract;
(2) place no further orders or Subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated;
(3) terminate Subcontracts to the extent they relate to the performance of the Work terminated;
(4) settle all outstanding liabilities and all claims arising out of any termination of Subcontracts for materials, services, or facilities provided Owner pays amounts due under paragraph (d) below;
(5) take such action as may be reasonably necessary, or as Owner may direct, for the protection and preservation of the property related to this Contract that is in the possession of Contractor or any Subcontractor and in which Owner has or may acquire an interest:
(6) complete wind-down activities in all Cities within thirty (30) Calendar Days of the effective date of termination; and
(7) complete all wind-down activities at Contractor's headquarters within sixty (60) Calendar Days after the effective date of termination.
(d) In the event of termination under this Article 26.1 (Termination for Owner's Convenience), Contractor shall be entitled to payment of the following amounts: (i)
(A) all unpaid amounts hereunder for Milestones completed in accordance with this Contract through the effec...
Termination for Owner's Convenience. Owner may for its convenience terminate any part of the Services or all remaining Services at any time upon thirty (30) days' prior written notice to Contractor specifying the part of the Services to be terminated and the effective date of termination. Promptly upon receipt of such notice, Contractor shall stop performance of the terminated Services and shall promptly order and commence demobilization with regard to the terminated Services. Contractor shall continue to prosecute the part of the Services not terminated. In case of such partial termination, the exercise of such partial termination right by Owner shall be conditioned upon the Parties' mutual and reasonable agreement on the Scope Change Order, if any, necessary to make equitable adjustments to one or more of the Guaranteed Completion Dates, the Contract Price, the Payment and Milestone Schedule, the Project Schedule, the Performance Guarantees and such other provisions of this Agreement which may be affected thereby, as appropriate. In the event of termination by Owner under this Section 15.1 at any time prior to the Commencement Date, Owner shall pay to Contractor such amounts as are required pursuant to Section 4.2.1 hereof. In the event of termination by Owner under this Section 15.1 at any time on or after the Commencement Date, Owner shall pay to Contractor such amounts as are required pursuant to Section 4.4 hereof (provided that if such termination is only of part of the Services, the provisions of said Section 4.4 shall be applied only with respect to the terminated Services); provided, that Contractor shall mitigate all damages or expenses to be borne by Owner under Section 4.4 hereof; and provided, further, that if Owner so requests, Contractor shall execute and deliver all documents and take all other steps, including legal assignments, as necessary to transfer to Owner (or to Owner's designee, which may be any other AES affiliate or any third party purchaser) all of Contractor's right, title and interest in and to all items procured by Contractor for the Project and all contractual rights of Contractor under all subcontracts, purchase orders, warranties, guarantees and other agreements for the Project, in each case in accordance with the provisions set forth in Section 4.4(a) and (b) hereof, as applicable.
Termination for Owner's Convenience. Upon 7 days written notice to Contractor and Project Manager (if applicable), Owner may, without cause and without prejudice to any other right or remedy, elect to abandon the Work and terminate this Agreement. In such case, Contractor will be entitled to receive payment for (i) Work properly executed in accordance with the Contract Documents prior to the effective date of termination, including any overhead and profit for Work completed, as measured by the Contract Price allocated by the schedule of values, and (ii) the direct, actual and unavoidable (by the exercise of reasonable care) costs incurred by Contractor in terminating the Work and demobilizing the site, including the cost of canceling subcontracts and purchase orders not assumed by Owner. Contractor will also be entitled to payment for materials timely fabricated off the Project site and delivered and stored in accordance with Owner’s instructions. Owner will not be liable for and Contractor will not be entitled to payment for work not performed, nor to overhead or profit on Work not performed.
Termination for Owner's Convenience. (a) The Owner may at any time terminate the Contract for any reason by giving the Operator a notice of termination that refers to this Section 19.2.1(a).
(b) Upon receipt of the notice of termination under Section 19.2.1(a),
i. the Operator shall, either immediately or upon the date specified in the notice of termination,
(i) cease all further work, except for such work as the Owner may specify in the notice of termination for the sole purpose of protecting that part of the Facility already executed, or any work required to leave the Site in a clean and safe condition;
(ii) terminate all Subcontracts; and
(iii) remove all Operator’s Equipment (Design-Build) and, except if the Owner asserts its rights pursuant to Section 16.3.1(e), Operator’s Equipment (Operations) from the Site, repatriate the Operator’s Personnel and its Subcontractors’ personnel from the Site, remove from the Site any wreckage, rubbish and debris of any kind, and leave the whole of the Site in a clean and safe condition; and
ii. the Operator, subject to the payment specified in Section 19.2.2, shall,
(i) deliver to the Owner the parts of the New Facility executed by the Operator up to the date of termination; and
(ii) deliver to the Owner all the Contract Records, including the Design-Build Documents, prepared by the Operator or its Subcontractors as at the date of termination.
Termination for Owner's Convenience. 23.1 The Owner, by written notice sent to the Contractor, may terminate the Agreement, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for the Owner’s convenience, the extent to which performance of the Contractor under the Agreement is terminated, and the dateupon which such termination becomes effective.
23.2 The Goods that are complete and ready for shipment/ dispatch as on the date of Contractor’s receipt of notice of termination shall be accepted by the Owner on the terms and prices mutually agreed at that time.
23.3 For the remaining Goods, the Owner may elect:
(a) To have any portion completed and delivered at the Agreement terms and prices and / or
(b) To cancel the remainder and pay to the Contractor an agreed amount for partially completed Goods and Servicesand for materials and parts previously procured by the Contractor; and/or
(c) To pay any reasonable and demonstrable otherwise non recoverable expenses inc urre d by the Contractor.
Termination for Owner's Convenience. Owner may for its convenience terminate any part of the Work or any Subcontract or all remaining Work hereunder at any time by delivering written notice to Contractor specifying the part of the Work to be terminated and the effective date of termination. Immediately upon receipt of such notice, Contractor shall stop performance of the terminated Work and shall immediately order and commence demobilization with regard to the terminated Work. In the event of a partial termination, Contractor shall continue to prosecute the part of the Work not terminated. In case of a termination of part of the Work, Owner will authorize a Scope Change Order making required adjustments to one or more of the Guaranteed Completion Date, the Contract Price, Milestone Payment Schedule, the Project Schedule, the Performance Guarantees or the Reliability Guarantee, as appropriate. In the event of termination by Owner under this Section 15.1, Owner shall pay to Contractor such amount as is required pursuant to Section 15.7.
Termination for Owner's Convenience. Owner may terminate this ----------------------------------- Contract for convenience upon written notice thereof to Contractor at any time. If Owner terminates this Contract for convenience, Contractor is entitled as its exclusive remedy to be paid by Owner the Termination Payment calculated in accordance with Section 14.6 hereof. Owner at its option, and solely at its own expense, may also take such actions as set forth in Section 14.1(A) through (G).
Termination for Owner's Convenience. Owner may terminate this Agreement at any time for its convenience. This Agreement may be terminated under this Section
8.01 by giving Contractor written notice of termination. Upon receiving any such notice of termination, Contractor shall stop performing the Work and shall cancel as quickly as possible all orders placed by it with subcontractors and suppliers and shall use all reasonable efforts to minimize cancellation charges.
Termination for Owner's Convenience. Owner may without cause terminate the Agreement or the right of one of the other Parties to perform its remaining obligations under the Agreement. Owner shall notify the Parties of the effective date of such termination and give such instructions as necessary as to any Work or Services that are to be provided notwithstanding the termination. If only one Party’s right to perform its remaining obligations under the Agreement is terminated, the Agreement will remain in effect among the remaining Parties if they are able to negotiate in good faith appropriate adjustments to compensation and changes to the terms and conditions of the Contract Documents per Section 17.5.
17.4.1 Owner shall pay any terminated Parties within thirty (30) days of the effective date of termination, such sums due each for:
(a) the Payable Costs for Work or Services performed by or on behalf of the terminated Party prior to the effective date of the termination;
(b) the Payable Costs required or directed to be performed post-termination and costs reasonably incurred to protect the Work, demobilize operations, and terminate commitments to Subcontractors, Suppliers, and consultants;
(c) any Profit owed under the Agreement (as determined under the Risk Pool Plan without regard to any adjustments based on team performance or shared savings but prorated based on the terminated Party’s percentage completion of Work or Services on the date of termination); and
(d) a termination fee of $[ ].
17.4.2 Upon receipt of notice of termination, the terminated Party shall stop all Work or Services, take appropriate actions to protect the Work and Design Documents, terminate all existing contracts, and enter into no further contracts.
