Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.
Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
Testing and Acceptance. Except as otherwise provided in a Statement of Work, Services and/or Deliverables will be deemed to be satisfactory and accepted by the Customer unless within thirty (30) days after delivery to the Customer, Customer gives Service Provider written notice, in sufficient detail, of the manner in which the respective Services and/or the Deliverables do not meet the requirements set forth in the Statement of Work (which includes any supporting documents referenced therein). For the avoidance of doubt, Customer shall be afforded the opportunity to test each individual Deliverable described in a Statement of Work (or any supporting or related documents referenced therein) per the terms of this Section 9. Once Customer receives the final deliverable as specified in the relevant Statement of Work, Customer shall identify all non-conformities within a single written notice of rejection, unless a non-conformity prevents Customer from evaluating, reviewing and testing the entire Deliverables and /or Services. Customer may reject Services and/or Deliverables only for their failure to materially conform to either the scope, specifications or test criteria set forth in the applicable Statement of Work. Upon receipt of such written notice, Service Provider will use commercially reasonable efforts to make such changes as are required to correct the identified deficiencies. If Service Provider is unable to correct any such deficiencies within thirty (30) days following receipt of such written notice, then Customer may require Service Provider to refund a portion of any amounts paid pursuant to the applicable Statement of Work that are directly attributable to the rejected Deliverable.
Testing and Acceptance. (a) When Supplier notifies the University in writing that the Services are ready for use in a production environment, the University will have thirty (30) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications.
(b) Upon completion of the University’s testing, the University will notify Supplier of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Services, the University will provide a written list of items that must be corrected. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge to the University, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the Specifications.
(c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify the University in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in its sole discretion:
(i) require the Supplier to repeat the correction process set forth in Section 4.2(b) at no additional cost or charge to the University; or
(ii) terminate this Agreement for cause.
(d) The parties will repeat the foregoing procedure until the University Accepts the Services or elects to terminate this Agreement as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within ten (10) Business Days of the University’s written notice of termination, and the University will be relieved of all obligations thereunder.
Testing and Acceptance. 4.1 m-Wise shall submit to iTouch test scripts and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity of the Licensed Software to the Specification.
4.2 m-Wise shall rectify any deficiencies in such test scripts and/or test data drawn to its attention by iTouch in accordance with the Service Level Agreement at Schedule 9. iTouch may use such test scripts and data and such other tests as it thinks appropriate, to test the Licensed Software.
4.3 m-Wise agrees that it shall not submit the Licensed Software to iTouch unless:
4.3.1 m-Wise is satisfied, from previous testing that the Licensed Software should pass the Acceptance Test;
4.3.2 the Licensed Software passed all preliminary and stage test as defined in the test specification; and
4.3.3 the Licensed Software meets the requirements of this Agreement.
4.4 iTouch shall use its reasonable endeavours to carry out the Acceptance Tests within 14 (fourteen) working days of Installation of the Licensed Software or, later if receipt of test scripts and data conforming to the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 (three) days notice of the date and time at which it will carry out the Acceptance Tests at the Site, and m-Wise shall be entitled to have one or more of its representatives attend the Acceptance Tests at m-Wise's cost.
4.5 When Acceptance Test has been passed satisfactorily in accordance with Schedule 4 (Acceptance Test), a written notification will confirm this subject to any deficiencies stated in the written notice of acceptance.
4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications to the Licensed Software as are required to rectify the deficiencies identified in the carrying out of the Acceptance Tests, and the Acceptance Tests will be repeated as above.
4.7 Subject to Clause 4.8, the Acceptance Tests shall be repeated as above until Acceptance is achieved.
4.8 After the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests.
4.9 If after 2 (two) subsequent occasions the Licensed Software continues to fail the Acceptance Test then iTouch shall be entitled to the refund and all rights as set out in Clause 20.3 ...
Testing and Acceptance. To the extent a particular Statement of Work specifically identifies Services or deliverables for which Intuit’s acceptance is required, Intuit may, in accordance with any additional terms set forth in an applicable Statement of Work, conduct acceptance tests to verify whether the Services and/or the deliverables substantially conform to the applicable specifications set forth in the applicable Statement of Work or any written documentation provided by Contractor for the Services and/or deliverables. Intuit shall have fifteen (15) days after completion of the applicable Services, or such other period as may be mutually agreed upon as set forth in the applicable Statement of Work (the “Acceptance Period”), to perform such tests. If Intuit notifies Contractor of any material non-conformities with such specifications in any of the Services and/or the deliverables (each, a “Nonconformity” and collectively, the “Non-conformities”) in writing within the applicable Acceptance Period, Contractor promptly shall either demonstrate to Intuit that no such Non-Conformities exist or use commercially reasonable efforts to correct such Non-conformities at its own expense and notify Intuit in writing when such corrections are complete. Intuit then shall have the right to test the corrected Services and/or deliverables, as upon the initial completion of the applicable Services as set forth above. If Intuit accepts the Services and/or deliverables, as determined by Intuit as set forth above, Intuit shall sign the acceptance certificate, attached hereto as Exhibit D. If Intuit does not sign the acceptance certificate or notify Contractor of any material Non-conformities within the applicable Acceptance Period, Intuit shall be deemed to have “Rejected” the Services and/or the deliverables and the parties will address any such Rejection as set forth in the applicable Statement of Work. Should Contractor fail to correct a Nonconformity within sixty (60) days after receiving written notice thereof from Intuit, or such longer period as may be mutually agreed upon in the applicable Statement of Work, Intuit may terminate the applicable Statement of Work, without prejudice to its rights and remedies hereunder and without any further obligation to Contractor other than the payment to Contractor of any and all fees incurred by Contractor through the effective date of such termination pursuant to the applicable Statement of Work.
Testing and Acceptance. 11 5.4 Ownership of Data..............................................................................11 6. REGULATORY OBLIGATIONS AND COMMERCIALIZATION............................................................12 6.1 Commercialization of the Product...............................................................12 6.2 Regulatory Filings for the Products............................................................12
Testing and Acceptance. Developer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Developer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such
Testing and Acceptance. PathoGenesis shall have a period of [*] from the date of receipt of the shipment of Clinical Test Inhaler(s) to test for quality of the shipment and to accept or reject such shipment. If PathoGenesis determines that any shipment of the Clinical Test Inhalers or portions thereof do not meet the specifications set forth in Exhibit A, PathoGenesis shall notify AeroGen in writing within such [*] period, indicating the date of delivery and the defective nature of the Clinical Test Inhaler(s). AeroGen shall undertake commercially reasonable efforts to correct such defect, and supply PathoGenesis with a replacement shipment of Clinical Test Inhalers acceptable to PathoGenesis, within a reasonable time and in view of the timelines set forth in Exhibit B.
Testing and Acceptance. The Licensed Programs shall be deemed to be accepted in their entirety upon handover by the Licensor to the representative of the Licensee for Use of the Licensed Program Materials.
