Common use of Contingent Assignment Clause in Contracts

Contingent Assignment. Each subcontract agreement to the extent applicable to the Work and for the applicable portion of the Work is hereby assigned by the Contractor to the Owner provided that: 14.4.1 the assignment is effective only after termination of this Agreement by the Owner or expiry of the Warranty Periods and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor in writing; 14.4.2 [intentionally deleted] 14.4.3 upon such assignment becoming effective, all of the rights of the Contractor under the subcontract shall be assigned to the Owner and the Subcontractor shall perform its duties and obligations thereunder, provided that the Owner or its designee makes payment of any amounts due thereunder as and when due and payable with respect to the same, less such amounts as therefore paid by the Owner to the Contractor applicable to the subcontract. 14.4.4 The Contractor shall execute and deliver to the Owner any instruments reasonably required by the Owner to confirm and evidence any of the preceding contingent assignments. The Contractor shall also make available for the Owner’s inspection true and correct copies of the executed subcontracts during regular business hours. In the event that after using its Commercially Reasonable Efforts to give effect to the foregoing provisions of this Section 14.4 the Contractor is unable to contingently assign a subcontract to the Owner as provided in this Section 14.4: 14.4.5 each such subcontract (a “Non-Assigned Contract”) will be deemed not to have been contingently assigned by the Contractor to the Owner under this Agreement; 14.4.6 in event of the termination of this Agreement or expiry of the Warranty Periods, the Contractor shall upon Notice from the Owner, and to the extent applicable to the Work, hold the Non- Assigned Contract for the exclusive benefit of the Owner; 14.4.7 the Contractor shall, at the request and expense and under the direction of the Owner, acting reasonably, do all things or cause all things to be done that the Owner, acting reasonably, considers necessary or desirable to perform the obligations of the Contractor under the Non-Assigned Contracts in a manner that preserves the value of the rights, remedies and benefits under the Non-Assigned Contract and ensures that those rights, remedies and benefits will enure to the benefit of the Owner, and ensure that all services, amounts and other consideration receivable under the Non-Assigned Contracts will be received by the Owner; 14.4.8 the Contractor shall promptly pay over to the Owner all amounts collected by the Contractor under the Non-Assigned Contracts and the Owner shall pay any amounts due thereunder for the performance by the Subcontractor of its duties and obligations thereunder, as and when due and payable, less any such amounts paid by the Owner to the Contractor which are applicable to the Non-Assigned Contract; 14.4.9 the Contractor and the Owner shall make reasonable efforts and cooperate with each other in good faith to obtain any necessary consents under the Non-Assigned Contracts to assign the same to the Owner, where the Owner wishes to take assignment; and 14.4.10 if the Contractor obtains the necessary consent referred to in Section 14.4.9 in form satisfactory to the Owner, effective as of the date the Owner receives a copy of that consent from the Contractor, that Non-Assigned Contract will be deemed to have been assigned and transferred by the Contractor to the Owner and the Contractor and the Owner will be relieved of any further obligations under any agreement made between them in respect of that Non-Assigned Contract (including under these Sections 14.4.5 to 14.4.9).