Owner. As an additional condition precedent to payment of each application for payment prior to the application for final payment, Subcontractor also shall submit in a form acceptable to Contractor and Owner all documentation required by the Contract Documents, this Subcontract Master Agreement and the particular Project’s Work Authorization Document(s), including, but not limited to, Subcontractor's Affidavit and Subcontractors'Partial Release, Satisfaction and Waiver on Contractor's form and Partial or Final (as the case might be) Release, Satisfaction and Waiver on Contractor's form from each of Subcontractor's subcontractors and suppliers of any tier and Subcontractor's and its subcontractors'(of any tier) union wage and fringe benefit funds. Subcontractor shall cooperate fully with Contractor in securing payment to Contractor by Owner including, but not limited to, providing such supporting documentation as Owner or Contractor may require. No application for payment shall include any request for payment of amounts that Subcontractor does not intend to pay to Subcontractor's lower-tier subcontractors or suppliers because of a dispute or for any other reason unless Subcontractor presents a waiver of lien and payment bond claim from such sub-subcontractor or supplier for the withheld amount. In Subcontractor's agreement with each subcontractor, Subcontractor shall require each subcontractor to make payments to that subcontractor's sub-subcontractors in similar manner. (c) As one of the conditions precedent to Contractor’s obligations to pay a progress payment or final payment, each month with Subcontractor’s payment application Subcontractor shall submit a list (the “Outstanding Issue s List ”) listing all outstanding and unresolved or disputed change order requests and claims which have not become a part of the adjusted Subcontract sum by Contractor’s acceptance by issuance of Change Orders (an “Outstanding Issue”). Failure to include an Outstanding Issue on the Outstanding Issues List shall be a waiver by Subcontractor of any prior or subsequent request for Change Order or Claim regarding that subject matter. Contractor’s failure to request the Outstanding Issues List or payment to Subcontractor shall not be a waiver of Contractor ’s rig hts. Submission of one or more Outstanding Issues List(s) shall not excuse Subcontractor’s obligation to satisfy all notice and claims quantification deadlines and requirements of these Master Subcontract Conditions. (d) Notwithstanding the submission and approval of any Schedule of Values or Outstanding Issues List, Contractor shall not be obligated to pay any amount of an application for payment beyond the net amount of the unpaid Subcontract Amount less the cost to complete. (e) If Subcontractor is in compliance with this Subcontract Master Agreement and the particular Project’s Work Authorization Document(s) and if, and only if, Owner pays Contractor, which is an express condition precedent to Contractor's duty to pay Subcontractor (except for Projects located in Wisconsin), progress payments shall be due to Subcontractor within ten (10) for Projects located in Illinois, Indiana, Michigan and Ohio or within seven (7) for Projects in Wisconsin calendar days after receipt of payment from Owner to Contractor as long as Subcontractor remains in compliance with the terms of this Subcontract Master Agreement and the particular Project’s Work Authorization Document(s). Contractor shall have the right, but not the duty, to make joint check payments to Subcontractor's labor, health, welfare, pension and fringe benefit funds and subcontractors or suppliers of any tier. No progress payment made under this Subcontract shall be considered an acceptance of Subcontractor's Work, in whole or in part. (f) All material and work incorporated into the Project or for which progress payment has been made to Subcontractor shall become the property of the Owner; however, this provision shall not relieve Subcontractor, and Subcontractor's surety and insurers, from the sole responsibility and liability for all work and materials as set forth in this Subcontract Master Agreement, the particular Project’s Work Authorization Document(s) and the Contract Documents regardless of whether Contractor has made payments therefor. 6. FINAL PAYMENT. (a) Final payment, subject to withholdings, recoupments and setoffs permitted hereunder, shall be due to Subcontractor only if and within ten (10) for Projects located in Illinois, Indiana, Michigan and Ohio or within seven (7) for Projects located in Wisconsin calendar days after Contractor has been paid in full for the entire Project and after the last of the following to occur, each of the foregoing and following are express conditions precedent to Contractor's obligation to make, and Subcontractor's right to receive, final payment: (i) full completion of the work by Subcontractor, (ii) final acceptance thereof by Architect and Owner, (iii) the furnishing of satisfactory evidence by Subcontractor that Subcontractor has paid in full all persons furnishing labor or materials in connection with the Work including any wage, health, welfare, pension and fringe benefit contributions, taxes or governmental charges with respect thereto or with respect to the Work, all prevailing wages, and that neither Subcontractor nor any person claiming under or through Subcontractor has filed or has the right to maintain a lien or other claim against Owner, Contractor, Contractor's surety, if any, or on the Project funds or premises, (iv) the delivery of all certified payrolls, guarantees, warranties, bonds, instruction manuals, performance charts, diagrams, as built drawings and similar items required of Subcontractor or its suppliers with respect to Subcontractor's Work, and (v) Subcontractors' execution and delivery of Subcontractor's Full & Final Release, Satisfaction and Waiver on Contractor's form and Final Release, Satisfaction and Waiver on Contractor's form from each of Subcontractor's subcontractors and suppliers of any tier and Subcontractor's and its subcontractors'(of any tier) union wage and fringe benefit funds provided, in Ohio,
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