Common use of Acceptance or Rejection Clause in Contracts

Acceptance or Rejection. There shall be no acceptance period for all other forms of IP/PI except software. Following delivery of IP/PI, in the form of software, Licensee shall have the right to test the IP/PI to determine if it meets the acceptance criteria agreed upon in advance. In the event acceptance criteria and an acceptance period are not agreed upon, the IP/PI shall be deemed to be accepted by Licensee upon delivery by Licensor. If at any time during the acceptance period, the IP/PI fails to meet the acceptance criteria, Licensee shall promptly notify Licensor, identifying the specific criteria that were not met. Upon the agreement of both parties, Licensor may correct any deficiencies in the IP/PI and, in such case, Licensee will pay Licensor for its corrections by a separate Schedule as defined in the General Services Agreement between Licensor and Licensee. At the end of the acceptance period, if the IP/PI meets the acceptance criteria, Licensee shall accept the IP/PI by sending a letter so stating to the Licensor. If at the end of the acceptance period the IP/PI, in the form of software, has not met the acceptance criteria, the agreement shall terminate and Licensee shall return all materials furnished. If Licensor has not received a written notice of acceptance or cancellation with five working days after the end of the acceptance period, the IP/PI, in the form of software, shall be deemed accepted by Licensee. Upon Licensee’s request, Licensor shall provide any of the incidental support activities set forth in a separate Schedule for services, prior to the acceptance period. Services provided by Licensor hereunder shall be limited to delivery of the IP/PI; and with respect to Software, delivery shall only include delivery of the software and associated program materials together with basic support of the installation and initial start-up of the software. In the event any additional services are requested by Licensee, such services shall be described and ordered by a separate Schedule under the General Services Agreement between Licensor and Licensee.

Acceptance or Rejection. There Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement, the Escrow Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the "Transaction Documents"), the Subscriber shall be no acceptance period for all other forms legally bound to purchase the Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of IP/PI except software. Following delivery doubt, upon the occurrence of IP/PIthe failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the form of softwareTransaction Documents, Licensee which shall have been performed or otherwise discharged prior to the Closing (as defined below), the Subscriber may, on or prior to the Closing, at its sole and absolute discretion, elect not to purchase the Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to test reject this subscription for Shares in whole or part in any order at any time prior to the IP/PI to determine if it meets Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance criteria agreed upon in advanceof the Subscriber’s subscription. In the event acceptance criteria the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to January 31, 2014 (unless extended in the discretion of the Board of Directors) for any reason or no reason, this Agreement and an acceptance period are not agreed uponany other Transaction Documents shall thereafter be terminated and have no force or effect, and the IP/PI parties shall take all steps, including the execution of instructions to the Company, to ensure that the Aggregate Purchase Price shall promptly be deemed returned or caused to be accepted by Licensee upon delivery by Licensor. If at any time during the acceptance period, the IP/PI fails to meet the acceptance criteria, Licensee shall promptly notify Licensor, identifying the specific criteria that were not met. Upon the agreement of both parties, Licensor may correct any deficiencies in the IP/PI and, in such case, Licensee will pay Licensor for its corrections by a separate Schedule as defined in the General Services Agreement between Licensor and Licensee. At the end of the acceptance period, if the IP/PI meets the acceptance criteria, Licensee shall accept the IP/PI by sending a letter so stating returned to the Licensor. If at the end of the acceptance period the IP/PI, in the form of software, has not met the acceptance criteria, the agreement shall terminate and Licensee shall return all materials furnished. If Licensor has not received a written notice of acceptance Subscriber without interest thereon or cancellation with five working days after the end of the acceptance period, the IP/PI, in the form of software, shall be deemed accepted by Licensee. Upon Licensee’s request, Licensor shall provide any of the incidental support activities set forth in a separate Schedule for services, prior to the acceptance period. Services provided by Licensor hereunder shall be limited to delivery of the IP/PI; and with respect to Software, delivery shall only include delivery of the software and associated program materials together with basic support of the installation and initial start-up of the software. In the event any additional services are requested by Licensee, such services shall be described and ordered by a separate Schedule under the General Services Agreement between Licensor and Licenseededuction therefrom.