Common use of Failure and Correction Clause in Contracts

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 Talcott 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 Talcott 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 Transformation Office a second written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx failure to provide notice of acceptance or non-acceptance, and (c) 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 second written notice, Xxxxxxx will be deemed to have accepted the applicable Deliverable or Services. If Provider receives a Failure notice, but is unable to correct and redeliver such Deliverable or re-perform such Services within the applicable Correction Period, it shall notify Xxxxxxx of such in writing and include in such notice a good faith estimate of the number of business days required for Provider to correct and redeliver such Deliverable or re-perform such Service. Provider shall correct and redeliver such Deliverable or re-perform such Service within such time period. The corrected Deliverable or Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Section 4.5(b). Should a Deliverable or any fixed-fee or milestone-based Service (that is not otherwise subject to a then-effective Service Level(s)) fail to pass the testing and acceptance procedures set forth in this Section 4.5(b) due to non-conformance to any Specifications within sixty (60) days of the initial delivery of such Deliverable or completion of performance of such fixed-fee or milestone-based Service, or such other time period as may be expressly set forth in the applicable SOW , Xxxxxxx may resubmit the Deliverable or Service for further correction according to the foregoing procedure, or in addition to Xxxxxxx other remedies under this Agreement, at law or in equity, may terminate the applicable SOW or part thereof as a termination for material breach under Section 19.1(a) and without a right to further cure, upon which (A) Xxxxxxx shall return the relevant Deliverable to Provider or cease using such fixed-fee or milestone-based Service; Xxxxxxx Confidential/Proprietary Materials and (B) Provider shall refund Xxxxxxx for the amounts paid by Xxxxxxx for such rejected Deliverable or such fixed-fee or milestone-based Service.

Failure and Correction. 3.2.1 In the event that any Deliverable, Milestone or result of the Deliverable or Services conform Service materially conforms to all Specifications and pass the Additional Tests (if any)Acceptance Criteria, Xxxxxxx Customer will accept such Deliverable Deliverable, Milestone 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 result 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 Service in writing. Should Talcott determine In the event Customer determines that any Deliverable Deliverable, Milestone or result of the Service fails to materially conform to all Specifications or pass the Additional Tests Acceptance Criteria (a “Failure”), it shall then Customer will notify Provider within the Acceptance Period, in writing specifying the respects in which such Deliverable, Milestone or result of such Failure on a timely basisthe Service does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, and Provider shall, at no cost to Xxxxxxx, [ * * * ] correct and redeliver such Deliverable or Milestone to Xxxxxxx Customer or re-perform re‑perform such Services Service to so conform within a commercially reasonable period of time [ * * * ] (in either case, the “Correction Period”). If Provider has not received notice from Talcott within a reasonable period of time specifying either Xxxxxxx acceptance The corrected Deliverable, Milestone or result 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 Transformation Office a second written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx failure to provide notice of acceptance or non-acceptance, and (c) 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 second written notice, Xxxxxxx will be deemed to have accepted the applicable Deliverable or Services. If Provider receives a Failure notice, but is unable to correct and redeliver such Deliverable or re-perform such Services within the applicable Correction Period, it shall notify Xxxxxxx of such in writing and include in such notice a good faith estimate of the number of business days required for Provider to correct and redeliver such Deliverable or re-perform such Service. Provider shall correct and redeliver such Deliverable or re-perform such Service within such time period. The corrected Deliverable or Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Section 4.5(b)Exhibit 5. Should a Deliverable For the avoidance of doubt, Deliverables, Milestones or any fixed-fee or milestone-based results of the Service (that is not otherwise expressly subject to a then-effective Service Level(s)) fail alternate acceptance procedures are not subject to pass the testing and acceptance procedures set forth in this Section 4.5(b) due Exhibit 5 (unless otherwise agreed by the Parties in writing). 3.2.2 If Provider receives a Failure notice, but is unable to noncorrect, fulfill and redeliver such Deliverable, Milestone or re-conformance perform such Service within the applicable Correction Period (or otherwise fails to any Specifications within sixty (60) days deliver a Deliverable, Milestone or results of the initial delivery Service by the associated due date), it shall notify Customer of such inability in writing and include in such notice a good faith estimate of the number of additional Business Days required for Provider to correct, fulfill and redeliver such Deliverable, Milestone or re-perform such Service (or initially deliver such Deliverable, Milestone or perform such Service, as applicable). Customer shall have the option to: (i) grant Provider additional time to correct, fulfill and redeliver such Deliverable or completion of performance of Milestone to Customer or re-perform such fixed-fee Service (or milestone-based initially deliver such Deliverable, Milestone or perform such Service, or such other time period as may be expressly set forth applicable) in accordance with the applicable SOW testing and Acceptance process described in this Exhibit 5, Xxxxxxx may resubmit the Deliverable or Service for further correction according [ * * * ]. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. This is EXHIBIT 6, DISPUTE RESOLUTION PROCEDURES, to the foregoing procedure, or in addition to Xxxxxxx other remedies under this that certain Master Services Agreement, at law or in equitydated as of November 1, may terminate 2015 (the applicable SOW or part thereof as a termination for material breach under Section 19.1(a“Master Agreement”), between Sabre GLBL Inc. (“Customer”) and without a right to further cureHP Enterprise Services, upon which LLC (A) Xxxxxxx shall return the relevant Deliverable to Provider or cease using such fixed-fee or milestone-based Service; Xxxxxxx Confidential/Proprietary Materials and (B) Provider shall refund Xxxxxxx for the amounts paid by Xxxxxxx for such rejected Deliverable or such fixed-fee or milestone-based Service“Provider”).

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 Talcott 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 Talcott 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 Transformation Office a second written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx failure to provide notice of acceptance or non-acceptance, and (c) 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 second written notice, Xxxxxxx will be deemed to have accepted the applicable Deliverable or Services. If Provider receives a Failure notice, but is unable to correct and redeliver such Deliverable or re-perform such Services within the applicable Correction Period, it shall notify Xxxxxxx of such in writing and include in such notice a good faith estimate of the number of business days required for Provider to correct and redeliver such Deliverable or re-perform such Service. Provider shall correct and redeliver such Deliverable or re-perform such Service within such time period. The corrected Deliverable or Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Section 4.5(b). Should a Deliverable or any fixed-fee or milestone-based Service (that is not otherwise subject to a then-effective Service Level(s)) fail to pass the testing and acceptance procedures set forth in this Section 4.5(b) due to non-conformance to any Specifications within sixty (60) days of the initial delivery of such Deliverable or completion of performance of such fixed-fee or milestone-based Service, or such other time period as may be expressly set forth in the applicable SOW , Xxxxxxx may resubmit the Deliverable or Service for further correction according to the foregoing procedure, or in addition to Xxxxxxx other remedies under this Agreement, at law or in equity, may terminate the applicable SOW or part thereof as a termination for material breach under Section 19.1(a) and without a right to further cure, upon which (A) Xxxxxxx shall return the relevant Deliverable to Provider or cease using such fixed-fee or milestone-based Service; Xxxxxxx Confidential/Proprietary Materials and (B) Provider shall refund Xxxxxxx for the amounts paid by Xxxxxxx for such rejected Deliverable or such fixed-fee or milestone-based Service.

Failure and Correction. 3.2.1 In the event that any Deliverable, Milestone or result of the Deliverable or Services conform Service materially conforms to all Specifications and pass the Additional Tests (if any)Acceptance Criteria, Xxxxxxx Customer will accept such Deliverable Deliverable, Milestone 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 result 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 Service in writing. Should Talcott determine In the event Customer determines that any Deliverable Deliverable, Milestone or result of the Service fails to materially conform to all Specifications or pass the Additional Tests Acceptance Criteria (a “Failure”), it shall then Customer will notify Provider within the Acceptance Period, in writing specifying the respects in which such Deliverable, Milestone or result of such Failure on a timely basisthe Service does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, and Provider shall, at no cost to Xxxxxxx, [***] correct and redeliver such Deliverable or Milestone to Xxxxxxx Customer or re-perform reperform such Services Service to so conform within a commercially reasonable period of time [***] (in either case, the “Correction Period”). If Provider has not received notice from Talcott within a reasonable period of time specifying either Xxxxxxx acceptance The corrected Deliverable, Milestone or result 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 Transformation Office a second written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx failure to provide notice of acceptance or non-acceptance, and (c) 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 second written notice, Xxxxxxx will be deemed to have accepted the applicable Deliverable or Services. If Provider receives a Failure notice, but is unable to correct and redeliver such Deliverable or re-perform such Services within the applicable Correction Period, it shall notify Xxxxxxx of such in writing and include in such notice a good faith estimate of the number of business days required for Provider to correct and redeliver such Deliverable or re-perform such Service. Provider shall correct and redeliver such Deliverable or re-perform such Service within such time period. The corrected Deliverable or Service shall thereafter be subject to the same testing and acceptance procedure set forth in this Section 4.5(b)Exhibit 5. Should a Deliverable For the avoidance of doubt, Deliverables, Milestones or any fixed-fee or milestone-based results of the Service (that is not otherwise expressly subject to a then-effective Service Level(s)) fail alternate acceptance procedures are not subject to pass the testing and acceptance procedures set forth in this Section 4.5(b) due Exhibit 5 (unless otherwise agreed by the Parties in writing). 3.2.2 If Provider receives a Failure notice, but is unable to noncorrect, fulfill and redeliver such Deliverable, Milestone or re-conformance perform such Service within the applicable Correction Period (or otherwise fails to any Specifications within sixty (60) days deliver a Deliverable, Milestone or results of the initial delivery Service by the associated due date), it shall notify Customer of such inability in writing and include in such notice a good faith estimate of the number of additional Business Days required for Provider to correct, fulfill and redeliver such Deliverable, Milestone or re-perform such Service (or initially deliver such Deliverable, Milestone or perform such Service, as applicable). Customer shall have the option to: (i) grant Provider additional time to correct, fulfill and redeliver such Deliverable or completion of performance of Milestone to Customer or re-perform such fixed-fee Service (or milestone-based initially deliver such Deliverable, Milestone or perform such Service, or such other time period as may be expressly set forth applicable) in accordance with the applicable SOW testing and Acceptance process described in this Exhibit 5, Xxxxxxx may resubmit the Deliverable or Service for further correction according to the foregoing procedure, or in addition to Xxxxxxx other remedies under this Agreement, at law or in equity, may terminate the applicable SOW or part thereof as a termination for material breach under Section 19.1(a) and without a right to further cure, upon which (A) Xxxxxxx shall return the relevant Deliverable to Provider or cease using such fixed-fee or milestone-based Service; Xxxxxxx Confidential/Proprietary Materials and (B) Provider shall refund Xxxxxxx for the amounts paid by Xxxxxxx for such rejected Deliverable or such fixed-fee or milestone-based Service[***].