Common use of Remedy of Deficiencies Clause in Contracts

Remedy of Deficiencies. If Starwood determines that there is a Deficiency, Starwood will notify Vistana of the Deficiency and the parties will work together to identify potential resolutions for, and agree on the measures that Vistana will take to resolve, such Deficiency. (i) If the Deficiency is pursuant to clause (i) of the definition of Deficiency and is not resolved within one hundred and fifty (150) days following Starwood’s notice of such Deficiency (or such longer period as the parties may otherwise have agreed in writing), Starwood has the right to require that Vistana implement a new or modified quality assurance system, in which event, Vistana will (a) provide Starwood with all quality assurance system material that is not included in the documentation to which Starwood has been provided access, and (b) be required to pay the fees and charges applicable to such system. If Vistana fails to promptly implement such new or modified quality assurance system in all material respects or to comply with its obligations under clauses (a) and (b) above, Starwood may issue a notice of breach to Vistana, and Vistana shall, within ninety (90) days from the date of such notice of breach, implement such new or modified quality assurance system and comply with its obligations under clauses (a) and (b) above. (ii) If the Deficiency is pursuant to clause (ii) or (iii) of the definition of Deficiency, and (a) the parties fail to agree on a process to resolve the Deficiency within seventy-five (75) days following Starwood’s notice of such Deficiency, or (b) the parties agree on a process to resolve the Deficiency and Vistana fails to diligently carry out the agreed upon process in all material respects to resolve the Deficiency, or otherwise fails to improve the performance of the relevant Licensed Vacation Ownership Property in accordance with such agreed upon process, then, in any such case, Starwood may issue a notice of breach to Vistana, and Vistana shall within ninety (90) days from the date of such notice of breach resolve the Deficiency.