Common use of Remediation of Deficiencies Clause in Contracts

Remediation of Deficiencies. If any inspection or audit conducted pursuant to this Article (including any audits or testing performed in connection with the preparation of the Controls Audit Reports) or Schedule 7 reveals a condition or event that could reasonably be expected to have an adverse impact on any of HPES’ internal controls and procedures relating to the Services, then, in each case, HPES will develop a plan that will cure such deficiencies that is reasonably acceptable to HPI (the “Remediation Plan”) within 15 days after (1) with respect to inspections or audits conducted by an HPI Auditor, HPI notifies HPES of any such deficiency and (2) with respect to any inspections or audit conducted by HPES or HPES Agents, HPES becomes aware of such deficiency. Such Remediation Plan will provide a comprehensive plan to remediate or address any such deficiencies within no more than 30 days (unless a longer period is reasonably necessary) after HPI approves the Remediation Plan. Once such Remediation Plan has been approved by HPI, HPES will remediate and cure such deficiencies as set forth in such Remediation Plan. HPES will provide information or data that is reasonably required to permit HPI to determine whether such deficiencies have been properly remediated. If HPES fails to remediate a deficiency within the time frame set forth in the applicable Remediation Plan, such deficiency has an adverse impact on the Services and HPES fails to cure such deficiency promptly of HPI’s notice of such failure to perform such remediation, HPI may, upon notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, as of the termination date specified in the notice, without cost or penalty and without the payment of any termination charges, subject to Section 7.1(B) of Schedule 5.