Safety Event; Investigation and Remedy. If at any time during the Term (i) any Governmental or Regulatory Authority takes any action with respect to the Project for safety concerns that prevents or restricts the Project from being operated in accordance with the terms of this Agreement or (ii) a fire or other adverse event occurs with respect to any energy storage system (other than the Project) that shares the same manufacturer or substantially similar design as the Project and that is reasonably attributable to defective design or manufacture, CHGE shall have the right to provide a notice to Owner to address concerns with the Project. Following receipt of a notice from CHGE as provided in (a), Owner shall place the Project in an Unplanned Outage and engage an Independent Engineer to evaluate whether remediation with respect to the Project is necessary to address safety concerns. Owner shall deliver a written report from an Independent and Actively Licensed NYS Registered Professional Engineer to CHGE with the results of such evaluation and all remedial actions necessary to resolve the safety concerns identified. If Owner is unable to implement the remediation identified by an Independent and Actively Licensed NYS Registered Professional Engineer within three (3) months of receipt of CHGE’s notice, then such failure shall constitute an Event of Default under Section 10.1(b).

Safety Event; Investigation and Remedy. If at any time during the Term (i) any Governmental or Regulatory Authority takes any action with respect to the Project for safety concerns that prevents or restricts the Project from being operated in accordance with the terms of this Agreement or (ii) a fire or other adverse event occurs with respect to any energy storage system (other than the Project) that shares the same manufacturer or substantially similar design as the Project and that is reasonably attributable to defective design or manufacture, RG&E shall have the right to provide a notice to Owner to address concerns with the Project. Following receipt of a notice from RG&E as provided in (a), Owner shall place the Project in an Unplanned Outage and engage an Independent Engineer to evaluate whether remediation with respect to the Project is necessary to address safety concerns. Owner shall deliver a written report from an Independent and Actively Licensed NYS Registered Professional Engineer to RG&E with the results of such evaluation and all remedial actions necessary to resolve the safety concerns identified. If Owner is unable to implement the remediation identified by an Independent and Actively Licensed NYS Registered Professional Engineer within three (3) months of receipt of RG&E’s notice, then such failure shall constitute an Event of Default under Section 10.1(b).

Safety Event; Investigation and Remedy. ‌ (a) If at any time during the Term (i) any Governmental Authority takes any action with respect to the Project for safety concerns that prevents or restricts the Project from being operated in accordance with the terms of this Agreement or (ii) a manufacturer or vendor for any component of a Project issues a safety notice or recall notice recommending suspension of, or changes to, the operation of the Project that prevents or restricts the Project from being operated in accordance with the terms of this Agreement (“Safety Event”), then (x) Owner shall promptly notify O&R of such circumstances or (y) if O&R becomes aware of such circumstances, O&R may provide notice to Owner of the same.‌ (b) Once Owner is aware of a Safety Event, Owner shall evaluate the Safety Event, including by engaging an Independent Engineer, if appropriate, and communicating with the manufacturer and/or safety consultants, to determine whether the Safety Event impairs the safe operation of any Project within the System and what actions, if any, may be required to remedy the Safety Event. Owner shall deliver a written report from Owner or, if applicable, an Independent Engineer to O&R with the results of such evaluation and‌ all remedial actions necessary to resolve the safety concerns identified. If either an Independent Engineer or Owner determines that the Safety Event impairs the safe operation of any Project within the System, then Owner shall take commercially reasonable actions required to address identified safety concerns, including by prosecuting any warranty claims with the applicable manufacturer, and implement any changes required to the Project all in compliance with Applicable Law and Good Utility Practice. If Owner is unable to implement the remediation identified and restore operation of the Project within three (3) months of receipt of O&R’s notice (subject to any extension of such period permitted by O&R), then such failure shall constitute an Event of Default under Section 10.01(b). (c) The obligations of Owner in the preceding Section 8.04(a) and Section 8.04(b) shall apply even if a Safety Event is also a Force Majeure.‌

Safety Event; Investigation and Remedy. (a) If at any time during the Term (i) any Governmental or Regulatory Authority takes any action with respect to the Project for safety concerns that prevents or restricts the Project from being operated in accordance with the terms of this Agreement or

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Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.
Disputes and Remedies 6.01 Agreement of the Parties The Parties agree that the interests of fairness, efficiency, and good business practices are best served when the Parties employ all reasonable and informal means to resolve any dispute under the Contract before resorting to formal dispute resolution processes otherwise provided in the Contract. The Parties will use all reasonable and informal means of resolving disputes prior to invoking a remedy provided elsewhere in the Contract, unless HHSC immediately terminates the Contract in accordance with the terms and conditions of the Contract. Any dispute, that in the judgment of any Party to the Agreement, may materially affect the performance of any Party will be reduced to writing and delivered to the other Party within 10 business days after the dispute arises. The Parties must then negotiate in good faith and use every reasonable effort to resolve the dispute at the managerial or executive levels prior to initiating formal proceedings pursuant to the UTC and Texas Government Code §2260, unless a Party has reasonably determined that a negotiated resolution is not possible and has so notified the other Party. The resolution of any dispute disposed of by agreement between the Parties will be reduced to writing and delivered to all Parties within 10 business days of such resolution.
Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.
Investigation by Buyer Buyer has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business and has performed all due diligence that it has deemed necessary to perform concerning the Business, the Purchased Assets, and the Assumed Obligations in connection with its decision to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and acknowledges that Buyer and Buyer’s Representatives have been provided access to the personnel, properties, premises and records of Seller for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that none of Seller or any of its Affiliates or any of Seller’s Representatives makes or has made any representation or warranty, of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to (a) projections, estimates or budgets delivered or made available to Buyer (or any of its Affiliates, officers, directors, employees or representatives) of, except as set forth in Section 5.4, the future results of operations (or any component thereof), cash flows or financial condition (or any component thereof), of the Business; (b) future business, operations, revenues or profits of the Business; (c) maintenance, repair, condition, design, performance, value, merchantability or fitness for any particular purpose of the Purchased Assets; or (d) as to the accuracy or completeness of any of the information provided or made available to Buyer or Buyer’s Representatives), except for those representations and warranties expressly set forth in Article V of ‎this Agreement (as qualified by the Seller Disclosure Schedules), and Seller hereby disclaims any such other representations or warranties; (b) agrees, to the fullest extent permitted by applicable Law, that none of Seller or any of its Affiliates or any of Seller’s Representatives shall have any liability or responsibility whatsoever to Buyer on any basis based upon any information provided or made available, or statements made, to Buyer or Buyer’s Representatives (including any forecasts or projected information), except that the foregoing limitations shall not apply with respect to Seller to the extent Seller has liability for indemnification pursuant to ‎Article IX for the breach of the specific representations and warranties set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules), but always subject to the limitations and restrictions contained herein; (c) acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to the Business, the Purchased Assets or the Assumed Obligations; and (d) none of Seller, its Affiliates or Seller’s Representatives shall have any liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Buyer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules).
Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.
Investigation of Breach If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 3.4, (ii) receives notice from the Depositor, the Trust, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.4, (iii) receives a written request to repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.4 from the Owner Trustee, the Indenture Trustee, any Verified Note Owner or any Noteholder (which repurchase request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 3.4; provided, that with respect to a repurchase request from a Noteholder or a Verified Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) for a Receivable (each, a “Repurchase Request”) or (iv) receives a final report from the Asset Representations Reviewer that indicates that the Asset Representations Reviewer has determined that a test procedure under the Asset Representations Review Agreement has not been satisfied with respect to a representation or warranty set forth in Section 3.4 for a Receivable, then, in each case, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable. None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required to be repurchased under this Section 3.5.
Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that none of Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State.
Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.
Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.
Liability and Remedies Compliance with the insurance requirements of this Charter shall not limit the liability of the School, its subcontractors, its sub-subcontractors, its employees or its agents to the Sponsor or others. Any remedy provided to the Sponsor or its members, officers, employees, or agents by the insurance shall be in addition to and not in lieu of any other remedy available under the Charter or otherwise.

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