OBLIGATIONS UNDER THIS AGREEMENT.
THERE ARE NO
LEGAL OR ARBITRATION PROCEEDINGS OR ANY PROCEEDING BY OR BEFORE ANY GOVERNMENTAL
INSTRUMENTALITY, NOW PENDING OR (TO THE BEST KNOWLEDGE OF OWNER) THREATENED
AGAINST OWNER THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION, OPERATIONS, PROSPECTS
OR BUSINESS, AS A WHOLE, OF OWNER, OR ITS ABILITY TO PERFORM UNDER THIS
AGREEMENT.
15.3
LICENSES.
IT IS THE HOLDER OF OR WILL TAKE THE
NECESSARY ACTION TO OBTAIN ALL OWNER PERMITS UNDER ATTACHMENT Q.
15.4
NO BREACH.
NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED OR
COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF AND THEREOF WILL CONFLICT WITH
OR RESULT IN A BREACH OF, OR REQUIRE ANY CONSENT UNDER, THE CONSTITUENT
DOCUMENTS OF OWNER, ANY APPLICABLE LAW, ANY ORDER, WRIT, INJUNCTION OR DECREE OF
ANY COURT, OR ANY AGREEMENT OR INSTRUMENT TO WHICH OWNER IS A PARTY OR BY WHICH
IT IS BOUND OR TO WHICH IT OR ANY OF ITS PROPERTY OR ASSETS IS SUBJECT, OR
CONSTITUTE A DEFAULT UNDER ANY SUCH AGREEMENT OR INSTRUMENT.
15.5
CORPORATE ACTION.
IT HAS ALL NECESSARY POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT;
THE EXECUTION, DELIVERY AND PERFORMANCE BY OWNER OF THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON ITS PART; AND THIS AGREEMENT HAS BEEN DULY
AND VALIDLY EXECUTED AND DELIVERED BY OWNER AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF OWNER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR MORATORIUM OR OTHER SIMILAR LAWS RELATING TO THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY.
15.6
FINANCIAL SOLVENCY.
OWNER INTENDS TO OBTAIN
FINANCING FROM ONE OR MORE LENDERS TO ENABLE IT TO FULFILL ITS PAYMENT
OBLIGATIONS UNDER THIS AGREEMENT.
Article 16
DEFAULT, TERMINATION AND SUSPENSION
16.1
DEFAULT BY CONTRACTOR.
A.
OWNER RIGHTS UPON CONTRACTOR DEFAULT.
IF
CONTRACTOR SHALL AT ANY TIME: (I) FAIL TO COMMENCE THE WORK IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT; (II) ABANDON THE WORK; (III) FAIL TO ACHIEVE
SUBSTANTIAL COMPLETION WITHIN ONE HUNDRED AND EIGHTY (180) DAYS AFTER THE
GUARANTEED SUBSTANTIAL COMPLETION DATE (AS ADJUSTED BY CHANGE ORDER); (IV)
REPUDIATE OR FAIL TO MATERIALLY COMPLY WITH ANY OF ITS MATERIAL OBLIGATIONS
UNDER THIS AGREEMENT; (V) BE IN DEFAULT PURSUANT TO SECTION 21.7; (VI) FAIL TO
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MAINTAIN INSURANCE REQUIRED UNDER THIS AGREEMENT; (VII) MATERIALLY DISREGARD
APPLICABLE LAW OR APPLICABLE STANDARDS AND CODES; OR (VIII) EXPERIENCE AN
INSOLVENCY EVENT (EACH OF THE FOREGOING BEING A "DEFAULT") THEN, OWNER HAS THE
RIGHT (WITHOUT PREJUDICE TO ANY OTHER RIGHTS UNDER THE AGREEMENT) TO PROVIDE
WRITTEN NOTICE TO CONTRACTOR SPECIFYING THE NATURE OF THE DEFAULT AND DEMANDING
THAT SUCH DEFAULT BE CURED.
IF: (A) WITH RESPECT TO ANY CLAUSE ABOVE (WITH THE
EXCEPTION OF CLAUSE (VIII), (1) CONTRACTOR FAILS TO CURE SUCH DEFAULT WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE OR, (2) IF THE DEFAULT CANNOT BE