Overall Project Responsibility. Seller has carefully reviewed this Agreement, including the Scope Book, and concluded that it adequately addresses all material aspects of the Work, the Project, and the Project Assets, and, to the best of its Knowledge, is accurate. Seller shall be fully responsible for any and all aspects of the Work performed pursuant to this Agreement, including (a) all engineering, procurement, and construction-related means, methods, techniques, sequences, and procedures in connection with, and for coordinating all portions of, the Work, whether performed by Seller, any of its Affiliates, or any of their respective Employees, or any of Seller’s or its Affiliates’ Contractors or Subcontractors, and (b) all Work performed after the Closing. Without limiting the other applicable terms of this Agreement or any applicable Ancillary Agreement, Buyer shall not be responsible for, among other things, any failure of Seller to carry out the Work in accordance with this Agreement (unless and except to the extent such failure results from (i) a material breach or material default under this Agreement by Buyer or (ii) the fraud or willful misconduct of any member of the Buyer Group).
