Common use of Failure to Satisfy Acceptance Criteria Clause in Contracts

Failure to Satisfy Acceptance Criteria. (i) If Dedicated Dial-Up Access Ports fail to conform to their Acceptance Criteria (each such failure a "Dial-Up Nonconformity"), Customer will notify Vendor within the Acceptance Test Period (by electronic mail), specifying the nature of the failure in reasonable detail. Vendor will remove rejected Dedicated Dial-Up Access Ports from service pending further troubleshooting and corrective action. At no additional charge to Customer, Vendor shall use commercially reasonable efforts to repair, replace or otherwise correct the Dial-Up Nonconformity (and any other problems of which it has knowledge) as soon as reasonably practicable after receiving notice from Customer so that the Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (ii) Upon completion of such efforts and Vendor's re-release of Dedicated Dial-Up Access Ports to Customer, Customer shall have an additional [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] business day period to retest the re-delivered Dedicated Dial-Up Access Ports to determine whether the previously reported Dial-Up Nonconformity has been corrected and if such Dedicated Dial-Up Access Ports otherwise then meet the applicable Acceptance Criteria. This process will be repeated as necessary until all Dial-Up Nonconformities are corrected and such Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (iii) Notwithstanding Subsection (ii) above, if after [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] attempts for curing Dial-Up Nonconformities, Vendor has not delivered such Dedicated Dial-Up Access Ports conforming to the applicable Acceptance Criteria, then Customer may: (1) allow Vendor to continue to try to correct any Dial-Up Nonconformities; (2) if mutually agreed upon by the Parties, accept such Dedicated Dial-Up Access Ports in their nonconforming condition and reduce Vendor's charges for such Dedicated Dial-Up Access Ports by a reasonable amount as mutually determined by the Parties that shall reflect the reduced value of such Dedicated Dial-Up Access Ports; or (3) (A) cancel, in whole or in part, at no cost or liability to Customer the portion of the corresponding Order that does not conform as of a date specified in a written notice of cancellation issued by Customer, and (B) so long as the Dial-Up Nonconformities affect at least[*Material Omitted and Separately Filed Under an Application for Confidential Treatment] ([*Material Omitted and Separately Filed Under an Application for Confidential Treatment]) of the Order, cancel, in whole or in part, at no cost or liability to Customer the unfilled portion of the corresponding Order as of a date specified in a written notice of cancellation issued by Customer. Customer shall have no payment obligations to Vendor with respect to any cancelled portion of an Order.

Failure to Satisfy Acceptance Criteria. (i) If Dedicated Dial-Up Access Ports fail to conform to their Acceptance Criteria (each such failure a "Dial-Up Nonconformity"), Customer will notify Vendor within the Acceptance Test Period (by electronic mail), specifying the nature of the failure in reasonable detail. Vendor will remove rejected Dedicated Dial-Up Access Ports from service pending further troubleshooting and corrective action. At no additional charge to Customer, Vendor shall use commercially reasonable efforts to repair, replace or otherwise correct the Dial-Up Nonconformity (and any other problems of which it has knowledge) as soon as reasonably practicable after receiving notice from Customer so that the Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (ii) Upon completion of such efforts and Vendor's re-release of Dedicated Dial-Up Access Ports to Customer, Customer shall have an additional [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] business day period to retest the re-delivered Dedicated Dial-Up Access Ports to determine whether the previously reported Dial-Up Nonconformity has been corrected and if such Dedicated Dial-Up Access Ports otherwise then meet the applicable Acceptance Criteria. This process will be repeated as necessary until all Dial-Up Nonconformities are corrected and such Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (iii) Notwithstanding Subsection (ii) above, if after [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] attempts for curing Dial-Up Nonconformities, Vendor has not delivered such Dedicated Dial-Up Access Ports conforming to the applicable Acceptance Criteria, then Customer may: (1) allow Vendor to continue to try to correct any Dial-Dial- Up Nonconformities; (2) if mutually agreed upon by the Parties, accept such Dedicated Dial-Up Access Ports in their nonconforming condition and reduce Vendor's charges for such Dedicated Dial-Up Access Ports by a reasonable amount as mutually determined by the Parties that shall reflect the reduced value of such Dedicated Dial-Up Access Ports; or (3) (A) cancel, in whole or in part, at no cost or liability to Customer the portion of the corresponding Order that does not conform as of a date specified in a written notice of cancellation issued by Customer, and (B) so long as the Dial-Up Nonconformities affect at least[*Material least [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] percent ([*Material Omitted and Separately Filed Under an Application for Confidential Treatment]] %) of the Order, cancel, in whole or in part, at no cost or liability to Customer the unfilled portion of the corresponding Order as of a date specified in a written notice of cancellation issued by Customer. Customer shall have no payment obligations to Vendor with respect to any cancelled portion of an Order.

Failure to Satisfy Acceptance Criteria. (i) If Dedicated Dial-Up Access Ports fail to conform to their Acceptance Criteria (each such failure a "Dial-Up Nonconformity"), Customer will notify Vendor within the Acceptance Test Period (by electronic mail), specifying the nature of the failure in reasonable detail. Vendor will remove rejected Dedicated Dial-Up Access Ports from service pending further troubleshooting and corrective action. At no additional charge to Customer, Vendor shall use commercially reasonable efforts to repair, replace or otherwise correct the Dial-Up Nonconformity (and any other problems of which it has knowledge) as soon as reasonably practicable after receiving notice from Customer so that the Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (ii) Upon completion of such efforts and Vendor's re-release of Dedicated Dial-Up Access Ports to Customer, Customer shall have an additional [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] business day period to retest the re-delivered Dedicated Dial-Up Access Ports to determine whether the previously reported Dial-Up Nonconformity has been corrected and if such Dedicated Dial-Up Access Ports otherwise then meet the applicable Acceptance Criteria. This process will be repeated as necessary until all Dial-Up Nonconformities are corrected and such Dedicated Dial-Up Access Ports meet the applicable Acceptance Criteria. (iii) Notwithstanding Subsection (ii) above, if after [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] attempts for curing Dial-Up Nonconformities, Vendor has not delivered such Dedicated Dial-Up Access Ports conforming to the applicable Acceptance Criteria, then Customer may: (1) allow Vendor to continue to try to correct any Dial-Up Nonconformities; (2) if mutually agreed upon by the Parties, accept such Dedicated Dial-Up Access Ports in their nonconforming condition and reduce Vendor's charges for such Dedicated Dial-Up Access Ports by a reasonable amount as mutually determined by the CONFIDENTIAL TREATMENT REQUESTED Parties that shall reflect the reduced value of such Dedicated Dial-Up Access Ports; or (3) (A) cancel, in whole or in part, at no cost or liability to Customer the portion of the corresponding Order that does not conform as of a date specified in a written notice of cancellation issued by Customer, and (B) so long as the Dial-Up Nonconformities affect at least[*Material Omitted and Separately Filed Under an Application for Confidential Treatment] ([*Material Omitted and Separately Filed Under an Application for Confidential Treatment]) of the Order, cancel, in whole or in part, at no cost or liability to Customer the unfilled portion of the corresponding Order as of a date specified in a written notice of cancellation issued by Customer. Customer shall have no payment obligations to Vendor with respect to any cancelled portion of an Order.