Common use of Contractor Events of Default Clause in Contracts

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; 31.1.2 there shall be instituted against Contractor or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or Contractor Guarantor, or Contractor or Contractor Guarantor generally does not pay its debts as they become due; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 the Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22).

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or 17.1.1, Section 17.1.3, Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 Contractor ceases to be wholly-owned by the JV Members, collectively, for any reason, other than as the result of one JV Member having defaulted under the terms of the JV Agreement so long as at all times following such cessation due to such default: (a) Contractor continues to perform all of its obligations under this Agreement, and (b) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.19 the JV Agreement is terminated as a result of the default of only one of the JV Members at any time prior to the end of the Warranty Period; provided that it shall not be a Contractor event of default if at all times following such termination: (a) Contractor continues in existence as a limited liability company under the laws of the State of Texas, (b) Contractor continues to perform all of its obligations under this Agreement and (c) the Contractor Guarantees are in full force and effect and unimpaired; 31.1.20 a Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 31.1.21 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22).

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or 17.1.1, Section 17.1.3, Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 LPS5 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 LPS6 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 LPS5 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 LPS6 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 Contractor ceases to be wholly-owned by the JV Members, collectively, for any reason, other than as the result of one JV Member having defaulted under the terms of the JV Agreement so long as at all times following such cessation due to such default: (a) Contractor continues to perform all of its obligations under this Agreement, and (b) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.19 the JV Agreement is terminated as a result of the default of only one of the JV Members at any time prior to the end of the Warranty Period; provided that it shall not be a Contractor event of default if at all times following such termination: (a) Contractor continues in existence as a limited liability company under the laws of the State of Texas, (b) Contractor continues to perform all of its obligations under this Agreement and (c) the Contractor Guarantees are in full force and effect and unimpaired; 31.1.20 a Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and; 31.1.19 31.1.21 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22); and 31.1.22 The Phase 1 Agreement is validly terminated by Owner as the result of an event of default by Contractor under the Phase 1 Agreement.

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or 17.1.1, Section 17.1.3, Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; ; 31.1.17 Contractor’s liability for any of LPS1 LPS5 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 LPS6 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 LPS5 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 LPS6 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 the Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22).

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or 17.1.1, Section 17.1.3, Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability Contractor ceases to be wholly-owned by the JV Members, collectively, for any reason, other than as the result of LPS1 Schedule Delay Liquidated Damagesone JV Member having defaulted under the terms of the JV Agreement so long as at all times following such cessation due to such default: (a) Contractor continues to perform all of its obligations under this Agreement, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds and (b) the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectivelyContractor Guarantees remain in full force and effect and are unimpaired; 31.1.18 the JV Agreement is terminated as a result of the default of only one of the JV Members at any time prior to the end of the Warranty Period; provided that it shall not be a Contractor event of default if at all times following such termination: (a) Contractor continues in existence as a limited liability company under the laws of the State of Texas, (b) Contractor continues to perform all of its obligations under this Agreement and (c) the Contractor Guarantees are in full force and effect and unimpaired; 31.1.19 a Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 31.1.20 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22)hereunder.

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 the Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22).

Contractor Events of Default. Contractor shall be in default of its obligations under pursuant to this Agreement if should any of the following events or conditions arise or exist and is continuing and and, if, Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such eventten (10) Days, or or, if such remedy cannot reasonably be completed in within such timeperiod, Contractor shall fail promptly to provide Owner with evidence satisfactory to Owner that such default can be cured by Contractor in a time period satisfactory to Owner (but in no event greater than ninety (90) Days) and to promptly commence and diligently (a) pursue and conclude remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth thereinagreed period: 31.1.1 a. Contractor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; b. Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution dissolution, or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law of the United States or any state thereof for the relief of creditors or affecting the rights or remedies of creditors in general generally (individually a “Debtor Relief Law” and collectively, “Debtor Relief Laws”); c. There shall be instituted against Contractor under any Debtor Relief Law any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor, or its debts or assets, which shall not have been terminated, stayed or dismissed within thirty (30) Days after commencement, or a trustee, receiver, custodian or other official is declared insolvent appointed for or to take possession of all or any part of the property of Contractor; or Contractor or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable any Debtor Relief Law, or admits in writing its inability to pay its debts; 31.1.2 there shall be instituted against Contractor or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or Contractor Guarantor, or Contractor or Contractor Guarantor generally does not pay its debts as they become due; 31.1.3 d. Contractor assigns or transfers this Agreement or any of its rights right or interests interest herein, except as expressly permitted hereunder, or the Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a partyunder Section 37; 31.1.4 e. Contractor disregards or fails to comply with make prompt payment for any Lawslabor, Permit, Applicable Codes and Standards Equipment or any instruction regarding materials pursuant to Contractor’s agreement for such labor equipment or material; f. Contractor fails, neglects, refuses or is unable at any time during the course of the performance of the Work, except for any of the reasons described in Article 30, to provide sufficient material, Equipment, services, or labor to perform the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any g. Any representation or warranty made by Contractor herein was materially inaccurate or misleading incorrect when made, or any such representation or warranty of Contractor becomes materially incorrect and as a result thereof it reasonably could be expected that Contractor will be unable to observe and perform its material obligations hereunder or under the contracts applicable to such entities; 31.1.6 h. Contractor defaults in its observance or performance under any Performance Security material provision of this Agreement or fails to cure a defect it is not delivered required to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with cure under the express terms provisions of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 i. Contractor fails to pay or cause to be paid any undisputed amount that is has become due and payable by Contractor to Owner within [***] days pursuant to this Agreement and such failure continues for ten (10) Business Days after written notice from the date such payment is dueOwner; 31.1.10 j. Contractor fails disregards any applicable Law, the disregard of which may have a material adverse effect on Owner’s rights under this Agreement, the Work or the Plant and such disregard continues for ten (10) Days after Notice from Owner; or k. Contractor abandons the Work (except due to maintain in full force and effect insurance policies a suspension of such types, in such amounts and with such deductibles, as are required the Work permitted pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively; 31.1.18 the Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22).

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the #100592900v5 benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; 31.1.2 there shall be instituted against Contractor or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or Contractor Guarantor, or Contractor or Contractor Guarantor generally does not pay its debts as they become due; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s #100592900v5 manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability for any of LPS1 Schedule Delay Liquidated Damages, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectively[Reserved]; 31.1.18 the Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and 31.1.19 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which the payment of liquidated damages is the sole and exclusive remedy as provided in Article 22)provision.

Contractor Events of Default. Contractor shall be in default of its obligations under this Agreement if any of the following events arise or exist and is continuing and Contractor shall fail to remedy the same within [***] Days after Owner’s Notice of the occurrence of such event, or if such remedy cannot reasonably be completed in such time, Contractor shall fail promptly to commence and diligently (a) pursue remedial action within such period and (b) conclude such action as soon as practicable (and in any event within [***] Days after the occurrence of such event); provided, however, that (i) no such cure period shall be allowed as to Sections 31.1.1, 31.1.3, 31.1.7 31.1.4, 31.1.7, 31.1.8, and 31.1.16 and (ii) with respect to Sections 31.1.2, 31.1.6 and 31.1.9 the sole cure period shall be as set forth therein: 31.1.1 Contractor or any JV Member or Contractor Guarantor commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of itself or its debts or assets, or adopts an arrangement with or makes an assignment for the benefit of creditors, under any bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law for the relief of creditors or affecting the rights or remedies of creditors in general or is declared insolvent or Contractor or any JV Member or Contractor Guarantor conceals or removes any part of its property with the intent to hinder, delay or defraud its creditors, or makes or suffers any transfer of its property which may be fraudulent under applicable Law, or admits in writing its inability to pay its debts; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.2 there shall be instituted against Contractor or any JV Member or Contractor Guarantor any case, proceeding or action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or any JV Member or Contractor Guarantor or its debts or assets, which shall not have been terminated, stayed or dismissed within [***] Days after commencement, or a trustee, receiver, custodian or other like official is appointed for or to take possession of all or any part of the property or assets of Contractor or any JV Member or Contractor Guarantor, or Contractor or any JV Member or Contractor Guarantor generally does not pay its debts as they become due; provided, however, any of the foregoing events affecting only a JV Member shall not be a Contractor event of default if and for so long as (i) Contractor is continuing to perform all of its obligations under this Agreement and (ii) the Contractor Guarantees remain in full force and effect and are unimpaired; 31.1.3 Contractor assigns or transfers this Agreement or any of its rights or interests herein, except as expressly permitted hereunder, or the a Contractor Guarantor assigns or transfers the Contractor Guarantee to which it is a party; 31.1.4 Contractor disregards or fails to comply with any Laws, Permit, Applicable Codes and Standards or any instruction regarding Contractor’s performance of the Work given by Owner’s Representative in writing in accordance with this Agreement; 31.1.5 any representation or warranty made by Contractor herein was materially inaccurate or misleading when made; 31.1.6 any Performance Security is not delivered to Owner within [***] Days of when due in accordance with this Agreement, or if delivered to Owner, expires or is terminated or repudiated, and is not replaced by Contractor as required in accordance with the express terms of this Agreement; 31.1.7 an Abandonment of the Project occurs; 31.1.8 Contractor, after a delay in or suspension of the Work permitted by this Agreement, fails or refuses to commence performance of the Work after the cessation of such delay or suspension as provided in Section 17.1; 31.1.9 Contractor fails to pay or cause to be paid any undisputed amount that is due and payable to Owner within [***] days from the date such payment is due; 31.1.10 Contractor fails to maintain in full force and effect insurance policies of such types, in such amounts and with such deductibles, as are required pursuant to this Agreement; 31.1.11 any of the following occurs: (a) Contractor fails to supply sufficient skilled workers or suitable Materials in accordance with the Project Schedule and the Contractor’s manpower charts; or (b) Contractor fails to make prompt, undisputed payments when due to Subcontractors for labor, materials or equipment; 31.1.12 Contractor suspends performance of a material portion of the Work (other than as provided in Section 17.1.1 or 17.1.1, Section 17.1.3, Article 33 or pursuant to a Change Order); 31.1.13 Contractor defaults in its observance or performance of any of the terms, conditions and/or restrictions of Article 40; 31.1.14 Contractor fails to make good any Defects, Deficiencies or damage as described in Section 20.5; 31.1.15 Contractor fails to discharge or bond liens filed as required under this Agreement; 31.1.16 Contractor becomes legally domiciled in the State of Louisiana; 31.1.17 Contractor’s liability Contractor ceases to be wholly-owned by the JV Members, collectively, for any reason, other than as the result of LPS1 Schedule Delay Liquidated Damagesone JV Member having defaulted under the terms of the JV Agreement so long as at all times following such cessation due to such default: (a) Contractor continues to perform all of its obligations under this Agreement, LPS2 Schedule Delay Liquidated Damages, LPS3 Schedule Delay Liquidated Damages, LPS4 Schedule Delay Liquidated Damages or Facility Substantial Completion Schedule Delay Liquidated Damages exceeds and (b) the LPS1 Schedule Delay Liquidated Damages Cap, LPS2 Schedule Delay Liquidated Damages Cap, LPS3 Schedule Delay Liquidated Damages Cap, LPS4 Schedule Delay Liquidated Damages Cap or Facility Substantial Completion Schedule Delay Liquidated Damages Cap, respectivelyContractor Guarantees remain in full force and effect and are unimpaired; 31.1.18 the JV Agreement is terminated as a result of the default of only one of the JV Members at any time prior to the end of the Warranty Period; provided that it shall not be a Contractor event of default if at all times following such termination: (a) Contractor continues in existence as a limited liability company under the laws of the State of Texas, (b) Contractor continues to perform all of its obligations under this Agreement and (c) the Contractor Guarantees are in full force and effect and unimpaired; 31.1.19 a Contractor Guarantor materially breaches its obligations under the Contractor Guarantee to which it is a party; and; 31.1.19 31.1.20 Contractor defaults in its observance or performance of any other material provision hereunder (except defaults for which hereunder; and 31.1.21 The Phase 1 Agreement is validly terminated by Owner as the payment result of liquidated damages is an event of default by Contractor under the sole and exclusive remedy as provided in Article 22)Phase 1 Agreement.