Failed Acceptance Testing Sample Clauses

Failed Acceptance Testing. As to an individual Statement of Work, if Gap makes a good faith determination that a tested component and/or module has not successfully completed an Acceptance Test, Gap shall promptly notify Supplier in writing of such failure (hereinafter “Notice of Failure”), specifying with as much detail as possible the manner in which the component and/or module failed to pass an applicable Acceptance Test. Supplier shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the applicable component and/or module as will permit the component and/or module to be ready for retesting. Supplier shall notify Gap when such corrections have been completed, and the Acceptance Tests shall begin again. If, after applicable Acceptance Tests are completed for a third time, Gap makes a good faith determination that the tested component and/or module again fails to pass the applicable Acceptance Test, Gap shall promptly notify Supplier in writing specifying in the Notice of Failure its election either to: (1) afford Supplier the opportunity to repeat the correction and modification process as set forth above, or (2) depending on the nature and extent of the failure, and the parts of the Statement of Work impacted by such failure, in Gap’s sole judgment, (a) terminate that portion of the tested component and/or module associated with the Statement of Work in accordance with Section 33.2 (Termination for Cause by Gap) as a non-curable default, or (b) if the failure to pass the applicable Acceptance Test materially impacts the function to Gap of the Statement of Work as a whole, terminate the entire Statement of Work. The foregoing correct and modify procedure shall be repeated until Supplier, based on Gap’s good faith determination, passes the applicable Acceptance Test, Gap elects to terminate the tested component and/or module or Statement of Work as set forth above, or the Parties agree otherwise. In the event of a termination under this Section 25.4 (Failed Acceptance Testing), Supplier shall credit to Gap, within * of written notice of termination, *. In the event Gap retains any portion of a tested component and/or module associated with the Statement of Work, Gap shall pay Supplier for such retained tested component and/or module. In the event Gap exercises its remedies under this Section 25.4 (Failed Acceptance Tests), such remedy shall be Gap’s sole and exclusive remedy for termination and...

Failed Acceptance Testing. In the event of a termination under Section 11.6 (Acceptance Testing), Vendor shall pay to ▇▇▇▇▇▇, within [*] business days of written notice of termination, all sums paid to Vendor by ▇▇▇▇▇▇ under this Agreement for the Services, Milestones and/or Deliverables as to which the termination applies. If Vendor fully performs by making complete reimbursement to ▇▇▇▇▇▇ as provided herein, the reimbursement remedy shall be ▇▇▇▇▇▇’▇ sole remedy and shall preclude any other remedy available under this Agreement or at law or in equity for failure of acceptance testing. In the event ▇▇▇▇▇▇ fails to Reject a Service, Milestone or Deliverable or otherwise respond to Vendor within the testing period provided above, ▇▇▇▇▇▇ may not later Reject the Service, Milestone or Deliverable under Section 11.6 (Acceptance Testing) or receive a refund of fees paid as provided in this Section 11.7 (Failed Acceptance Testing) and any fees associated with Acceptance shall become due and payable.

Failed Acceptance Testing. If the State of Iowa terminates a Statement of Work or the Agreement as provided under Section 5.1 (Acceptance Testing), Vendor shall refund or pay to the State of Iowa, within ten (10) business days of written notice of termination, any and all fees, compensation and other amounts previously paid to Vendor by the State of Iowa under this Agreement for all Services and/or Deliverables as to which the termination applies.

Failed Acceptance Testing. ‌ As to the components of each Deliverable, if County makes a good faith determination that a tested component or module has not successfully completed an Acceptance Test, County shall promptly notify Supplier in writing of such failure (hereinafter “Notice of Failure”), specifying in reasonable detail the manner in which the component and module (as applicable) failed to pass the applicable Acceptance Test. Supplier shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs, and modifications to the applicable component and module as will permit the component and module to be ready for retesting. Supplier shall promptly notify County when such corrections have been completed, and the Acceptance Tests shall begin again. If, after applicable Acceptance Tests are completed for a third time, County makes a good faith determination that the tested component and module (as applicable) again fails to pass the applicable Acceptance Test, County shall promptly notify Supplier in writing specifying in the notice its election either to: (A) afford Supplier the opportunity to repeat the correction and modification process as set forth above; or, (B) depending on the nature and extent of the failure, and the components of the Deliverable impacted by such failure, in County’s sole judgment, (i) terminate that portion of the tested component and module (as applicable) associated with the applicable Deliverable, in accordance with Section 25.2 (Termination for Cause by County) as a non-curable default, or (ii) if the failure to pass the applicable Acceptance Test materially impacts the function to County of an entire Functional Service Area or, as applicable, Project or Non- Recurring Initiative, terminate the entire Functional Service Area or, as applicable, Project or Non- Recurring Initiative. The foregoing correct and modify procedure shall be repeated until Supplier, based on County’s good faith determination, passes the applicable Acceptance Test, or County elects to terminate the tested components or modules or Functional Service Area or, as applicable, Project or Non- Recurring Initiative as set forth above. As to Optional Work or Non-Recurring Initiatives provided on a Fixed Fee or Time and Materials work under a Type 2 Work Order, in the event of a termination under this Section 19.3 (Failed Acceptance Testing), Supplier shall credit to County, within ten (10) Business Days after written notice of ...