Subcontractor may reserve claims previously submitted to Contractor in accordance with the provisions of this Subcontract Agreement and not previously waived, released or satisfied, and (vi) final payment by Owner to Contractor on account of Subcontractor's Work except that, for Projects located in Wisconsin, in the event Owner fails to pay and the failure is not because of the fault of Subcontractor, final payment by Owner to Contractor shall not be a condition precedent to final payment to Subcontractor. Acceptance of final payment shall constitute a waiver of all claims of Subcontractor relating to the Project. (b) If any progress payments, retainage reduction or final payment due Contractor is not fully paid by Owner to Contractor and the cause of the reduced payment to Contractor is either unspecified or specified by Owner to be the fault of someone other than Subcontractor, final payment to Subcontractor shall be made to the extent there are sufficient funds paid to Contractor to pay Contractor and all subcontractors and suppliers not specified to be at fault, but if the payment is insufficient to pay Contractor and all such subcontractors and suppliers, then in Contractor's sole discretion, Contractor shall apportion the nonpayment equitably among Contractor and Contractor's subcontractors and suppliers and reduce the payment requested by Subcontractor accordingly. If the cause of the reduced or unmade payment to Contractor is specified by the Owner to be the fault of Subcontractor, in whole or in part, the payment to Subcontractor shall be reduced by the amount of the shortf all in payment to Contractor allocable to Subcontractor without waiver of Contractor’s rights under other provisions of this Subcontract Master Agreement. 7. LIENS & FINANCIAL CONDITION. (a) Subcontractor shall ensure that all lower-tier subcontractors, suppliers, employees, employee benefits, withholding taxes, and applicable taxes, at all times, are timely paid in connection with the performance of this Subcontract and, in all events, Subcontractor shall pay such subcontractors and suppliers all amounts then due promptly after receipt of payment from Contractor. Subcontractor authorizes Contractor to contact Subcontractor’s sub - subcontractors, suppliers, unions and pension and benefit funds to verify Subcontractor’s prior payments and pending or future obligations. Subcontractor shall indemnify, defend and hold Contractor and Owner harmless from and against all liens, claims, demands, judgments, costs and attorneys', consultants'and experts'fees relating to any demand for payment of any of the foregoing. After the first progress payment hereunder, Contractor shall have the right to withhold any subsequent payments until Subcontractor submits evidence satisfactory to Contractor that all amounts owed in connection with performance of this Subcontract have been paid. Further, Subcontractor agrees that Contractor, after giving notice to Subcontractor, may pay all persons who have not been paid the monies due them in connection with this Subcontract Master Agreement and the particular Project’s Work Author ization Document(s) whether or not a lien claim or payment bond claim has been filed, unless Subcontractor (i) demonstrates that such sums are not due, (ii) provides Contractor with a bond or security acceptable to Contractor and Owner, as applicable, and (iii) confirms in writing Subcontractor’s obligation to indemnify, defend and protect fully the Owner and Contractor against loss by reason of such lien or claim. (b) All payments made by Contractor to Subcontractor are made to, and accepted by, Subcontractor as trustee for the benefit of Subcontractor's employees, material suppliers and lower tier subcontractors and suppliers. Contractor at all times shall have the right itself or to require Subcontractor to discharge or to defend against any lien or claim asserted by any of Subcontractor's subcontractors, suppliers, employees, sureties or creditors against Owner, Contractor, the Project, or the Project's funds or Contractor's payment bond. In discharging or defending, Contractor shall have the right to employ attorneys of Contractor's choice. In the event Contractor incurs expenses, pays or indemnifies any person in accordance with Contractor's rights under this Subcontract Master Agreement or particular Project’s Work Authorization Document(s), Subcontractor shall immediately reimburse Contractor in full including reasonable attorneys', consultants' and experts'fees and costs. To the extent that Contractor has not recovered said amounts pursuant to withholding, Subcontractor shall pay those amounts to Contractor upon demand. Subcontractor also shall immediately reimburse Contractor for any amounts paid under Contractor's payment bond in connection with this Subcontract Master Agreement or particular Project’s Work Authorization Document(s) and all addit ional amounts paid by Contractor pursuant to any indemnity to surety. This paragraph is solely for the benefit of Contractor, is not intended to benefit any persons or entities not parties to this Subcontract Master Agreement including Subcontractor's surety, creditors, subcontractors or suppliers of any tier and creates no rights in them. (c) To verify Subcontractor is continuing to honor Subcontractors’ warranty of financial ability to perform this Subcontract under Section 2(b) of these Subcontract Terms & Conditions, and without Contractor having any duty to so request, Subcontractor shall promptly comply with any Contractor request that Subcontractor provide records of bank balances, audited financial statements, work in process reports, percent compl ete reports, current Worker’s Compensation experience modifier, or other information, as Contractor deemed necessary.
8. PAYMENT NOT ACCEPTANCE. Contractor may withhold amounts otherwise due under this Subcontract Master Agreement, or particular Project ’s Work Authorization Document(s) or any other agreement between the parties to cover
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