Failure and Correction. If the Program(s) and/or Hosting Services fail to pass [*] ([*]) [*] of Aetna’s tests or otherwise fails to function properly or in conformity with the User Documentation, Aetna shall notify Supplier and Supplier shall correct such defect within [*] ([*]) [*] of receipt of such notice. If the Program(s) and/or Hosting Services do not perform to the service levels contained herein, Aetna may, in its sole discretion and in addition to any other rights and remedies available to it under the Agreement, (i) immediately terminate this Attachment or the applicable Schedule without any further obligation or liability of any kind under this Attachment and Supplier shall immediately refund to Aetna [*] paid by Aetna for managed Services under the applicable Schedule; or (ii) require Supplier to continue to attempt to correct the deficiencies until the Program(s) and/or Hosting Services successfully pass all tests and functions to Aetna’s reasonable satisfaction in accordance with the applicable Schedule, reserving the right to terminate this Attachment at any time in accordance with clause (i) above.
Failure and Correction. In the event that the Deliverable or Services conform to all Specifications and pass the Additional Tests (if any), Xxxxxxx will accept such Deliverable or Services in writing; provided, however, that in the event that Xxxxxxx accepts a Deliverable or Service that materially, but not fully, conforms to the Specifications, Provider shall, within thirty (30) days of such acceptance, correct such Deliverable or Service to bring it within full conformance of the Specifications. Except as set forth in this Section 4.5(b), no Deliverable or Services will be deemed accepted by Xxxxxxx unless Xxxxxxx notifies Provider of such acceptance in writing. Should Xxxxxxx determine that any Deliverable or Service fails to materially conform to all Specifications or pass the Additional Tests (a “Failure”), it shall notify Provider of such Failure on a timely basis, and Provider shall, at no cost to Xxxxxxx, correct and redeliver such Deliverable to Xxxxxxx or re-perform such Services within a commercially reasonable period of time (in either case, the “Correction Period”). If Provider has not received notice from Xxxxxxx within a reasonable period of time specifying either Xxxxxxx acceptance of the Deliverable or Services or Failures related to such Deliverable or Services, then Provider shall notify Xxxxxxx that it has not received such written notice from Xxxxxxx. Upon receipt of such notice, Xxxxxxx shall on a timely basis either accept such Deliverable or Services in writing or notify Provider of a Failure. Provider shall, at no cost to Xxxxxxx, correct and redeliver such Deliverable to Xxxxxxx or re-perform such Services within the applicable Correction Period. If Xxxxxxx does not accept any final Deliverable or Services or provide notice of a Failure within ten (10) business days (or such alternate time period set forth in the applicable SOW ) following delivery of such Deliverable or Services to Xxxxxxx, then (a) Provider will give the applicable Xxxxxxx SOW Manager and the CIO of the applicable Designated Xxxxxxx Business Group a first written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx failure to provide notice of acceptance or non-acceptance, (b) in the event that Provider has not received written notice of acceptance or non-acceptance of the applicable Deliverable or Services within five (5) business days after Xxxxxxx receipt of such notice, Provider will give Xxxxxxx Vice President Enterprise Sourcing Office and Vice President Tr...
Failure and Correction. 3.2.1 In the event that any Deliverable, Milestone or result of the Service materially conforms to all Acceptance Criteria, Customer will accept such Deliverable, Milestone or result of the Service in writing. In the event Customer determines that any Deliverable, Milestone or result of the Service fails to materially conform to the Acceptance Criteria (“Failure”), then Customer will notify Provider within the Acceptance Period, in writing specifying the respects in which such Deliverable, Milestone or result of the Service does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Provider shall, [ * * * ] correct and redeliver such Deliverable or Milestone to Customer or re‑perform such Service to so conform within [ * * * ] (in either case, the “Correction Period”). The corrected Deliverable, Milestone or result of the Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Exhibit 5. For the avoidance of doubt, Deliverables, Milestones or results of the Service expressly subject to alternate acceptance procedures are not subject to the procedures set forth in this Exhibit 5 (unless otherwise agreed by the Parties in writing).
Failure and Correction. Phoenix shall accept the Deliverable at such time as (i) Phoenix, in its reasonable discretion, determines that the Deliverable materially conforms to the applicable Specifications and passes the Additional Tests (if any), and (ii) Phoenix confirms to Vendor its acceptance of such Deliverable in writing. No Deliverable will be deemed accepted by Phoenix unless Phoenix notifies Vendor of such acceptance in writing. Should Phoenix determine that any Deliverable fails to materially conform to all Specifications (a “Failure”), it shall notify Vendor of such Failure within ten (10) Business Days of the expiration of the respective testing period (or such longer time period as may be expressly set forth in the applicable Work Order (the “Notification Deadline”), and Vendor shall, at no cost to Phoenix, correct so as to materially conform to the applicable Specifications and redeliver such Deliverable to Phoenix within five (5) Business Days of such notice (or such longer time period as may be expressly set forth in the applicable Work Order) (in either case, the “Correction Period”). If Vendor has not received notice from Phoenix by the Notification Deadline specifying either Phoenix’s acceptance of the Deliverable or Failures related to such Deliverable then (A) such Deliverable shall be assumed to have been rejected by Phoenix; and (B) Vendor shall notify Phoenix that it has not received such written notice from Phoenix. Upon receipt of such notice, Phoenix shall have five (5) Business Days (or such longer time period as may be expressly set forth in the applicable Work Order) to either accept such Deliverable in writing or notify Vendor of a Failure. If Phoenix does not accept the Deliverable or Services or provide notice of a Failure within the time period set forth in the immediately preceding sentence, then the Deliverable will be deemed accepted by Phoenix. If Vendor receives a Failure notice, but is unable to correct and redeliver such Deliverable within the applicable Correction Period so as to materially conform to the applicable Specifications, it shall notify Phoenix of such in writing and include in such notice a good faith estimate of the number of Business Days required for Vendor to correct and redeliver such Deliverable. Vendor shall correct and redeliver such Deliverable within such time period so as to make the Deliverable materially conform to the applicable Specifications. In the event Vendor is unable to correct the Deliverable so as to mak...
