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23.2 Termination for Convenience: Notwithstanding any other provisions of the <br />Contract, SCE shall have the unilateral right to terminate the Work, or any portion <br />thereof, or the Contract by the issuance of a change order, which shall not require <br />Implementer's acceptance. <br />Subject to the provisions of Section 23.3 and 23.4 hereof, SCE shall pay Implementer <br />the termination charges set forth in the Contract prorated to the effective date of <br />termination. If termination charges are not set forth in the Contract, Implementer <br />shall in all cases be paid for Work performed and expenses incurred or committed in <br />accordance with the Statement of Work through the effective date of the change order. <br />SCE, at its option, may take possession of any Material paid for by SCE. The <br />provisions of this Section 23.2 shall be Implementer's sole remedy resulting from such <br />termination. <br />23.3 Cancellation for Default. In the event of: (a) the breach of or failure of <br />Implementer to perform any of its material obligations under the Contract including, <br />but not limited to, failure to complete the Work on time or failure to make satisfactory <br />progress or persistent failure to pay labor and material claims; (b) the failure of <br />Implementer to give SCE adequate assurance of performance within ten working days <br />after written demand by SCE therefore when reasonable grounds for insecurity arise; <br />or (c) the insolvency, bankruptcy or receivership of Implementer, then SCE may (a) <br />withhold payment of any further monies which may be due Implementer until such <br />condition is cured, and/or (b) declare Implementer to be in default of the Contract and <br />notify Implementer in writing of such declaration and shall be entitled to cancel the <br />Contract in whole or in part effective immediately upon written notice thereof. Any <br />cancellation pursuant to this Section 23.3 shall not be deemed a "termination" for the <br />purposes of Section 23.2 hereof. <br />In the event of such cancellation, Implementer shall immediately stop Work and <br />surrender to SCE's possession, complete and incomplete Documentation and other <br />Information, Material, control and use of the Jobsite and all Implementer and SCE- <br />owned equipment, facilities, and all other items which SCE may deem necessary or <br />appropriate until the Work is completed. Implementer shall assign to SCE the <br />outstanding subcontracts and Contracts as requested by the SCE Representative for <br />such completion. SCE shall have the right to provide, or contract for, all additional <br />labor, Material, and any other items which it may deem necessary to complete the <br />Work. <br />If the total of all expenses incurred by SCE to complete the Work is greater than the <br />sum which would have been payable under the Contract if Implementer had completed <br />the Work, the difference shall constitute a claim against Implementer. Such claim <br />shall be due and payable within ten working days after presentation of the claim. <br />Additionally, SCE shall have the right to pursue other remedies afforded by law. <br />23.4 Delivery of Materials: Without limiting the effect of the provisions of Sections 15 <br />and 23.3 hereof, upon receipt of notice of termination or cancellation under this <br />Section 23, Implementer shall immediately deliver to SCE all complete and incomplete <br />Documentation, and all Material. If, at the time of termination or cancellation further <br />sums are due Implementer, Implementer shall not be entitled to the sums until all <br />Documentation and all Material required to be delivered to SCE are delivered.