Subcontractor shall make an assignment for the benefit of Subcontractor's creditors or become insolvent, or have a receiver appointed or abandon prosecution of Subcontractor’s Work, then without any prior duty of notice or right to cure, Contractor, at Contractor's option, without voiding the other provisions of this Subcontract and without notice to Subcontractor's sureties, may (i) take such steps as are necessary to overcome the condition, including, without limitation, supplementing Subcontractor's workforce or supervision, in which case the Subcontractor shall cooperate fully with Contractor's efforts and Subcontractor shall be liable to Contractor for the cost thereof; (ii) terminate for default Subcontractor's performance of all or a part of the Subcontract Work; or (iii) obtain specific performance or interlocutory mandatory injunctive relief requiring performance of Subcontractor's obligations hereunder, it being agreed by Subcontractor that such relief may be necessary to avoid irreparable harm to Contractor and/or the Owner. In the event of termination for default, Contractor may, at Contractor's option, (a) enter on the Project site, Subcontractor's or Subcontractor's subcontractors or suppliers or any storage premises, and take possession, for the purpose of completing the work, of all materials and equipment of Subcontractor, (b) take assignment of any or all of Subcontractor's subcontracts, and/or (c) either itself or through others complete the work by whatever method Contractor may deem expedient. In case of either termination for default or prior abandonment of Subcontractor’s Work by Subcontractor , Subcontractor shall not be entitled to receive any further payment until the Subcontractor's Work shall be fully completed and accepted by the Owner and payment in full is made by Owner to Contractor. At such time, if the unpaid balance of the Subcontract Amount shall exceed the expense incurred by Contractor including overhead and profit, such excess shall be paid by Contractor to Subcontractor. If such amount shall exceed such unpaid balance, the Subcontractor shall pay Contractor the difference on demand. Subcontractor agrees and acknowledges that in the event that Subcontractor or Subcontractor's creditors file a petition under any bankruptcy or similar law, Contractor need not consent to assumption or assignment of this Subcontract because, among other reasons, of the liquidated damages and other liabilities to which Contractor may be exposed. Contractor's failure to exercise any right under this Article 19 shall not be a waiver of such right. (b) If Contractor wrongfully exercises Contractor's option to overcome a condition caused by Subcontractor's asserted act or omission, Contractor's wrongful exercise shall be treated as a deductive change only. If Contractor wrongfully exercises Contractor's option to terminate for default, that termination for default shall be considered a termination for Contractor's convenience and Subcontractor shall be entitled to the applicable compensation provided in Article 21. Subcontractor's remedies under this Article 19 shall be exclusive. Nothing herein shall bar withholdings or offsets by Contractor permitted by the provisions of this Subcontract from payments to Subcontractor. (c) Termination of this Subcontract by Contractor or abandonment by Subcontractor shall not relieve Subcontractor from Subcontractor's obligations in connection with Subcontractor's Work performed prior to termination or abandonment nor will such termination or abandonment abrogate any obligations of Subcontractor under, or rights or remedies afforded to Contractor by, this Subcontract Master Agreement, Work Authorization Document(s) or the Contract Documents including without limitation, Subcontractor's indemnity obligations. (d) If Owner or Contractor request that Subcontractor terminate any of Subcontractor's subcontractors or suppliers of any tier as the result of any allegation of neglect, violation of Laws, incompetence, delay, hindrance or defective work, Subcontractor immediately shall terminate such sub-subcontractor or supplier and promptly take all other action to protect the interests of Owner and Contractor and to ensure no delay or hindrance. 20. SETTLEMENT OF DISPUTES. (a) In the event of any dispute involving this Subcontract or the Subcontractor's Work performed or to be performed, or any claims of Subcontractor, Subcontractor nevertheless and without interruption, deficiency, or delay shall continue to perform the Subcontractor's Work in a diligent manner. In case of any dispute between Contractor and Subcontractor in any way relating to or arising from any act or omission of the Owner, Owner's agents or involving the Contract Documents or any provision thereof, Subcontractor agrees to be bound to Contractor to the same extent that Contractor is bound to Owner, by the terms of the Contract Documents, and by any and all preliminary and final decisions, determinations or agreements made by or between Contractor or Owner or so authorized in the Contract Documents. (b) If the Contract Documents require Contractor and the Owner to arbitrate any claim, dispute or other matter arising out of or relating to the Contract Documents, Subcontractor agrees that any claim, dispute or other matter arising out of or relating to the Subcontract, shall be subject to binding arbitration under the rules of procedure described in the Contract Documents, or if no such rules or procedures are so prescribed, pursuant to the Construction Industry Rules of the American Arbitration Association with a forum of Chicago, Illinois. In Contractor's sole discretion, any arbitration between Contractor and Subcontractor may be consolidated into and become a part of the arbitration proceedings between the Owner and Contractor which arbitration shall bind Contractor and Subcontractor. If the Contract Documents do not require Contractor to arbitrate, neither Contractor nor Subcontractor shall have the right to arbitrate claims, disputes or other matters relating to this Subcontract or Subcontractor's Work.
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