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t. F..- 200405934 19.2 Additional Damages Chargeable to Trade Contractor: In addition to the costs specified in Section 19.1 above, SIGNATURE may deduct from the Trade Contract Price and/or otherwise recover from Trade Contractor an amount sufficient to indemnify SIGNATURE and hold SIGNATURE harmless from any loss or liability arising out of Trade Contractor's Work or other involvement in the Project, including, but not limited to, the costs of any claims by others resulting from Trade Contractor's acts or omissions including any judgment or award to or settlement with the claiming party and reasonable attorneys' fees and disbursements incurred defending or resolving such claims. 19.3 Termination of Contract with Owner by SIGNATURE: In the event SIGNATURE terminates its contract with the Owner, Trade Contractor shall not be entitled to recover from SIGNATURE more than the sum actually received by SIGNATURE from Owner for work performed and materials, supplies and equipment furnished by Trade Contractor pursuant to this Trade Contract. The rights and remedies of SIGNATURE, other contractors and third parties shall be taken into consideration in SIGNATURE's determination of Trade Contractor's pro rata share of any payments received by SIGNATURE from the Owner, but SIGNATURE's determination of Trade Contractor's pro rata share shall be final and binding. 19.4 Termination of SIGNATURE by Owner: In the event the Owner terminates its contract with SIGNATURE, SIGNATURE may deliver a notice of terminatiorr to Trade Contractor, whereupon Trade Contractor shall follow SIGNATURE's directions which may include a direction to Trade Contractor to stop work and terminate its Work. If the Owner elects to assume SIGNATURE's rights and obligations under this Trade Contract, then, in that event, Trade Contractor shall perform the remainder of its duties under this Trade Contract for Owner, and will look solely to Owner for further payments and performance of all outstanding obligations under this Trade Contract. The duties, rights and remedies of SIGNATURE and Trade Contractor pursuant to this Section shall be governed by the rights and remedies provided by applicable law, the Contract Documents and this Trade Contract. 19.5 Receipt of Payment from Owner Condition Precedent for Payment for Termination: The right of Trade Contractor to payment from SIGNATURE for any termination shall be subject to the provisions of Section 4.2 and the Contract Documents. In no event shall Trade Contractor be entitled to recover unexpended overhead, unearned profit, or any other damages of any kind whatsoever as the result of any such termination. SECTION 20 Termination for Convenience 20.1 SIGNATURE's Right to Terminate: This Trade Contract may be terminated at any time, in whole or in part, by SIGNATURE for its convenience. Any such termination shall be effected by delivery to Trade Contractor of a written notice ( "Notice of Termination ") specifying the extent to which performance of the work is terminated and the date upon which termination becomes effective. 20.2 Trade Contractor's Obligations Upon Termination: After receipt of a Notice of Termination, and except as otherwise directed by SIGNATURE, Trade Contractor shall, in good faith, do all things necessary, in the light of such notice and of such requests as SIGNATURE may make, to assist the efficient, proper closeout of the terminated work (including the protection of Owner's property). Trade Contractor shall, unless otherwise directed or approved by SIGNATURE: (a) stop the Work on the date and to the extent specified in the Notice of Termination; (b) enter into no further contracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; (c) terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; (d) assign to SIGNATURE, in the manner and to the extent directed by SIGNATURE, all of the right, title and interest of Trade Contractor under the orders or subcontracts so terminated, in which case SIGNATURE shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (e) with the approval of SIGNATURE, settle all outstanding liabilities and all claims arising out of such termination or orders and Trade Contracts; and Initial " / /61/ 17