Common use of Independent Testing Clause in Contracts

Independent Testing. If PPD rejects or identifies the Product as nonconforming pursuant to Section 9.03 and Xxxxxxx provides notice to PPD under Section 9.03 of Xxxxxxx’x objection to such rejection or identification, the Parties shall negotiate in good faith to resolve such dispute for a period of at least ten (10) business days following Xxxxxxx’x notice to PPD of such objection. If PPD and Xxxxxxx fail to agree as to the Product’s conformance to the warranties provided in Section 12.01(a) by the end of such ten (10) business day period, either Party may deliver the Product to an independent third party laboratory, acceptable to the other Party, such acceptance not to be unreasonably withheld, delayed, or conditioned, for analytical testing to confirm the Product’s conformance to the warranties provided in Section 12.01(a). All reasonable, documented costs associated with such third party testing shall be at PPD’s expense unless the tested Product is deemed by such third party to not be in compliance with the warranties provided in Section 12.01(a) or other requirements under this Agreement, in which case all such costs, including reimbursement of freight and disposition costs, shall be paid by