TranSystems Corporation - LGM Construction

liquidator of the affected party is appointed in connection with the petition,
that appointment remains effective for an aggregate period of 60 days
(whether or not consecutive), notwithstanding efforts of the affected party
to cause the appointment to be vacated or stayed;
(vi) If a court of competent jurisdiction enters an order for relief in any
proceeding initiated by or against either party in accordance with any
present or future statute, law or regulation of the United States pertaining
to bankruptcy or the reorganization, composition, adjustment or
liquidation of the debts and obligations of debtors; or
(vii) If Contractor or any officer or principal owner of Contractor is indicted for
a felony.
No termination accomplished in accordance with the foregoing will constitute an election of
remedies.
(b) Upon the occurrence of an Event of Default by Contractor, FedEx may terminate
this Agreement without prejudice to any other remedy available to FedEx by giving Contractor
written notice at least seven days in advance of the effective date of the termination. Upon that
termination, FedEx may take possession of all or some of Contractor's materials, tools,
equipment and appliances and complete the Work by such means as FedEx determines to be
appropriate. Upon the termination, FedEx may withhold all further payment from Contractor
until the Work is fully completed. If the aggregate amount of the Contractor’s Fee not previously
disbursed to Contractor exceeds the aggregate of (i) the expense to FedEx of completing the
Work, including compensation for additional managerial and administrative services, and (ii)
FedEx's losses and damages arising from Contractor's default, FedEx shall pay the amount of that
excess to Contractor. If the total of (i) the expense to FedEx of completing the Work and (ii)
FedEx's losses and damages arising from Contractor's default exceeds the aggregate amount of
the Contractor’s Fee not previously disbursed to Contractor, Contractor shall pay the deficiency
to FedEx on demand, but FedEx’s receipt of those monies will not constitute an election of
remedies by FedEx.
(c) Upon the occurrence of an Event of Default by FedEx, Contractor may retain all
sums that FedEx previously paid, but Contractor's retention of those sums will neither limit or
impair rights Contractor may have as a result of FedEx's default nor constitute an election of
remedies. Also, if an Event of Default by FedEx occurs and if FedEx fails to rectify the Event of
Default within five business days after the date on which Contractor delivers a second written
notice in which it advises FedEx of its intent to stop the Work, Contractor may stop the Work
until FedEx rectifies the Event of Default, subject to the limitation set forth below. Any stoppage
of the Work that occurs on the authority of this Section 25.01(c) will constitute an Excused
Delay. If, however, FedEx denies in good faith that an Event of Default on its part has occurred
and initiates the dispute resolution procedures set forth in Article 26, Contractor’s right to stop
the Work will be suspended until the use of those procedures result in either FedEx’s
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