TranSystems Corporation - LGM Construction

in connection with the termination of this Agreement, and shall indemnify Contractor from all
liabilities arising under the terms of those Subcontracts following FedEx’s acceptance of the
assignment. In that regard, FedEx, without Contractor’s joinder, may direct the remittance of
that portion of the Retainage that remains following the remittance to Contractor required by
virtue of the foregoing terms of this Section 25.02 to the Subcontractors that will continue to
perform portions of the Work, as and when retained amounts become due under the terms of
their respective Subcontracts.
(b) Following the effective date of the termination, Contractor will have no further
liability under the terms of this Agreement other than with respect to matters that occurred prior
to the effective date of the termination or obligations that the parties agreed would expressly
survive the termination of this Agreement. The provisions of this Section 25.02(b) will survive
the termination.
(c) If FedEx attempts to terminate this Agreement in accordance with the terms of
Section 25.01(b) and FedEx later acknowledges, or a panel of arbitrators or a court having
jurisdiction over the parties finds in a final order that is not subject to appeal, that FedEx was not
entitled to terminate this Agreement in accordance with the terms of that Section, the parties will
treat that unauthorized attempt to terminate this Agreement as an election to terminate this
Agreement in accordance with the terms of this Section 25.02.
Section 25.03. Assignment of Subcontracts.
Contractor assigns to FedEx all of its interest
in each Subcontract that now exists or that Contractor later executes in connection with the
performance of any part of the Work. That assignment will be effective, however, only upon
FedEx’s acceptance in writing and only as to those Subcontracts that FedEx designates in
writing. FedEx may accept that assignment at any time during the course of construction prior to
Final Acceptance. Each Subcontract must provide that it is freely assignable by Contractor to
FedEx and its assigns. Each such assignment by Contractor is part of the consideration to FedEx
for entering into this Agreement with Contractor and may not be withdrawn prior to Final
Acceptance.
Section 25.04. Assurance of Performance.
If an Event of Default of the nature described in
division (iii), (iv) or (v) of Section 25.01(a) occurs with respect to Contractor, FedEx may
request of Contractor or its successor in interest adequate assurance of future performance in
accordance with the terms and conditions of the Contract Documents. Failure to comply with
that request within ten days after the delivery of that request will entitle FedEx to terminate this
Agreement and to pursue the remedies set forth in Section 25.01(b). Pending receipt of the
requested adequate assurance and actual performance, FedEx may proceed with the Work with
its own forces or with other contractors on a time and material or other appropriate basis and
back-charge the cost it incurs against that portion of the Contractor’s Fee that remains to be paid
under the terms of this Agreement.
Section 25.05. Contractor’s Responsibility upon Termination. If termination of this
Agreement occurs in accordance with the terms of this Article 25, without regard to which party
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