Common use of Acceptance Tests Clause in Contracts

Acceptance Tests. 20.1 The Contractor shall give the Council no less than 30 days' notice of the date on which the Contractor considers that each New Facility will be completed. 20.2 An Acceptance Test shall be conducted by the Contractor in relation to each New Facility in accordance with the procedures for it developed, prepared and approved in accordance with the provisions of Part I of Schedule 6 and the provisions of the Construction and Installation Timetable. 20.3 If a New Facility fails to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where the Contractor considers that a New Facility has passed the Acceptance Test, the Contractor shall issue an acceptance certificate prepared by the Contractor in the form set out in Part II of Schedule 6 and the Council shall, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed the Acceptance Test and that the Acceptance Certificate had therefor been correctly issued, it shall be deemed to have been countersigned on the date it was issued (and the Contractor shall accordingly incur no liability for the delay between the date of issue and the date upon which the Expert so determined). 20.5 Where a countersignature of an acceptance certificate is refused, the acceptance certificate shall, subject to Clause 20.4, be deemed not to have been issued and the Contractor shall be entitled to re-apply for the countersignature concerned once the work required in order for the Acceptance Test to be passed has been carried out. 20.6 The Contractor agrees with the Council that any countersignature of an Acceptance Certificate by or on behalf of the Council shall be for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor of any of its obligations under this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51.

Acceptance Tests. 20.1 The Contractor shall give the Council no less than 30 days' notice of the date on which the Contractor a. Where swcomms considers that each New Facility will be completed. 20.2 An the Implementation Services in respect of a Managed Service have been completed and the respective Managed Service is ready for activation, it shall provide the Customer with notice. The Acceptance Test Tests, test success criteria and test data used by swcomms shall be conducted by such as are reasonably required to demonstrate that the Contractor Managed Service perform in relation to each New Facility all material respects in accordance with the procedures Services Description. b. swcomms shall carry out the Acceptance Tests in respect of the each Managed Service. c. The Customer shall ensure that it provides all necessary employees to witness, deal with enquires for it developed, prepared and approved Acceptance Tests during the period in accordance which Acceptance Tests are to be performed. The Customer shall ensure that such employees are empowered to make relevant decisions or have prompt access to empowered individuals for decisions to be made on behalf of the Customer in connection with the provisions Acceptance Tests. d. If the Managed Service meets the relevant criteria for such Acceptance Tests the Customer shall issue written notice of Part I of Schedule 6 and the provisions Acceptance in respect of the Construction and Installation Timetablerelevant Managed Service within five (5) Working Days of such criteria being met or in the absence of Written Acceptance, denote Acceptance by the practical use of the service. 20.3 e. If a New Facility the Managed Service fails to pass an meet the relevant criteria for the Acceptance Test, it Tests the Customer shall be repeated entitled to: i. notify swcomms that the Managed Service has failed to meet the relevant criteria for the Acceptance Tests and, in such event swcomms shall in a timely manner, and in any event within any period for the Acceptance Tests for that Managed Service specified in the Project Plan remedy the relevant failures and thereafter submit the Managed Services for further Acceptance Tests; ii. notify swcomms that it deems the Managed Service to have met the relevant criteria for the Acceptance Tests conditional on swcomms remedying any failures to meet the relevant criteria within a reasonable period that the Parties agree (acting reasonably and in good faith); iii. notify swcomms that it deems the Managed Services to have met the relevant criteria for the Acceptance Tests "as soon as reasonably practicableis", subject to an agreed reduction in the applicable Charges which reflects the value of the Managed Service. 20.4 Where the Contractor considers that a New Facility has passed the f. Acceptance Test, the Contractor shall issue an acceptance certificate prepared by the Contractor in the form set out in Part II of Schedule 6 and the Council shall, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, Managed Service or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed the Acceptance Test and that the Acceptance Certificate had therefor been correctly issued, it shall be deemed to have been countersigned occurred on whichever is the date it was issued (and earliest of: i. the Contractor shall accordingly incur no liability issuing by the Customer of written notice of Acceptance for the delay between Managed Service that is the date subject of issue and the date upon which Acceptance Tests; ii. the Expert so determined). 20.5 Where a countersignature issuing of an acceptance certificate notice that the Managed Service is refused, deemed by the acceptance certificate shall, subject to Clause 20.4, be deemed not Customer to have been issued and met the Contractor shall be entitled to re-apply for the countersignature concerned once the work required in order relevant criteria for the Acceptance Test Tests, notwithstanding failures to be passed meet the relevant criteria; iii. the expiry of five (5) Working Days after the completion of all the Acceptance Tests for that Managed Service, unless the Customer has been carried out.given any written notice of acceptance or rejection under Clauses d or e; and/or 20.6 The Contractor agrees with iv. the Council that any countersignature of an Acceptance Certificate by use in whole or on behalf in part of the Council shall be for Managed Service that is the sole purpose subject of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance Acceptance Tests by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor of any of its obligations under this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51Customer.

Acceptance Tests. 20.1 The Contractor 5.1 Within a reasonable period following the parties entering into a Scope of Work, the Parties shall give the Council no less than 30 days' notice work together to agree a set of the date on which the Contractor considers that each New Facility will be completed. 20.2 An Acceptance Tests, Test Data and Acceptance Test Criteria with respect to the applicable Developed Software which shall be conducted by sufficient to test whether or not the Contractor Developed Software has the facilities and functions specified in relation to each New Facility and performance in accordance with the procedures for it developedFunctional Specification, prepared such agreement not to be unreasonably withheld or delayed. Supplier shall perform the Acceptance Tests within the Test Period. Customer shall be given reasonable notice of and approved in accordance with be entitled to attend the provisions of Part I of Schedule 6 and the provisions of the Construction and Installation TimetableAcceptance Tests. 20.3 5.2 If a New Facility fails to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where the Contractor considers that a New Facility has passed Developed Software process the Acceptance Test, the Contractor shall issue an acceptance certificate prepared by the Contractor in the form set out in Part II of Schedule 6 Test Data and the Council shall, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed achieve the Acceptance Test and that the Acceptance Certificate had therefor been correctly issued, Criteria then it shall be deemed to have been countersigned on passed the date it was issued Acceptance Tests. Subject to paragraph 5.5, if the Developed Software fails to achieve the Acceptance Test Criteria they shall be deemed to have failed the Acceptance Tests. Customer shall co-operate with Supplier in identifying in what respects (if any) the Developed Software has failed to pass the Acceptance Tests and identify where the Contractor shall accordingly incur no liability for Developed Software has failed to conform to the delay Functional Specification. 5.3 If the Supplier is unable to remedy any failure of the Developed Software so that the Developed Software does not pass the Acceptance Tests or to fix any deficiency in the Developed Software to conform with the Functional Specification within a further 20 days, or such longer period as is agreed between the date of issue and the date upon which the Expert so determinedparties in writing (“Extended Test Period”). 20.5 Where a countersignature of an acceptance certificate is refused, the acceptance certificate shall, subject to Clause 20.4, be deemed not to have been issued and the Contractor then Customer shall be entitled forthwith to re-apply for reject the countersignature concerned once Developed Software without further liability to Supplier. 5.4 The written statement of Acceptance will be issued when the work required relevant Developed Software have passed all the Acceptance Tests as detailed in order for the Acceptance Test to be passed has been carried outCriteria within the timescales outlined in therein. 20.6 The Contractor agrees 5.5 Save where Customer has rejected the Developed Software in accordance with the Council that any countersignature of an paragraph 5.3, Customer’s Acceptance Certificate by or on behalf of the Council Developed Software shall occur at the earliest of: (a) the Developed Software passing the Acceptance Tests; (b) the Developed Software being used in a live environment or for commercial use; or (c) the expiration of the Test Period and (where applicable) the Extended Test Period. 5.6 Where Customer rejects the Developed Software in accordance with paragraph 5.3 then the following terms shall apply; (a) Supplier shall be obliged to repay to Customer the Development Fees which Customer has paid to Supplier under the applicable Scope of Work for which the rejected Developed Software relate; (b) each party shall within thirty (30) days of such rejection return (or, at the other party’s option, destroy) all Confidential Information in its possession or under its control and all copies of such information; (c) Customer shall have no right to use the Developed Software or any part of it and shall remove or destroy forthwith all copies of the Developed Software or any part thereof or, at Supplier’s request, return all copies of the same to Supplier; and (d) the applicable Scope of Work for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor of any of its obligations under this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51rejected Developed Software shall terminate.

Acceptance Tests. 20.1 The Contractor (a) Each Party shall give cooperate with the Council no less than 30 days' notice other Party to perform its own interim integration, stress, and other acceptance tests for the Nasdaq Application to ensure operability and compliance with the Specifications. Acceptance tests by Nasdaq shall include certain quality control and stress tests conducted after the completion of the date on which Installation Schedule that are customary and routine to the Contractor considers Nasdaq Stock Market and may include End-User testing (the "Nasdaq QC Tests"). Upon successful completion of the Nasdaq QC Tests, Nasdaq shall execute and deliver to OptiMark a Certificate of Acceptance, indicating its acceptance of the Nasdaq Application. Anything herein to the contrary notwithstanding, the Parties agree that each New Facility will be completedfinal responsibility for declaring the Nasdaq Application ready for operation remains with Nasdaq. 20.2 An Acceptance Test (b) Interim acceptance tests may be performed by either Party, which shall indicate the relevant stage, component or configuration which is being accepted. Preliminary acceptance or necessary modification thereto shall be conducted agreed to by the Contractor Parties within the specified time period as provided in relation the Specifications. Anything herein to each New Facility in accordance with the procedures for it developedcontrary notwithstanding, prepared and approved in accordance with the provisions of Part I of Schedule 6 and the provisions of the Construction and Installation Timetable. 20.3 If a New Facility fails to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where the Contractor considers Parties agree that a New Facility has passed the Acceptance TestParty's testing or acceptance of any interim stage, the Contractor component or configuration shall issue an acceptance certificate prepared by the Contractor in the form set out in Part II of Schedule 6 and the Council shall, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed the Acceptance Test and that the Acceptance Certificate had therefor been correctly issued, it shall be deemed to have been countersigned be acceptance of that stage, component or configuration during any subsequent interim test or the Nasdaq QC Test, nor act as a waiver or estoppel to perform other tests, or the Nasdaq QC Tests on any stage, component or configuration of the date final Nasdaq Application. (c) If the Nasdaq Application fails to meet any applicable Nasdaq QC Test and if such failure did not result from (i) material failure of the Nasdaq portion of the Nasdaq Application to meet relevant parts of the Specifications or (ii) Nasdaq controlled conditions which were foreseeable to Nasdaq but undisclosed to OptiMark such that it was issued (not commercially reasonable for OptiMark to react to such, Nasdaq shall promptly notify OptiMark in writing of such failure and OptiMark shall correct, modify or improve its work, as the Contractor case may be, to meet the criteria set forth in the applicable Nasdaq QC Test within a reasonable time frame necessary to meet the Critical Milestone Operational Commencement Date. Nasdaq shall accordingly incur no liability for thereafter reinitiate and complete one or more additional rounds of Nasdaq QC Tests until such time as when OptiMark either passes the delay between Nasdaq QC Tests or the date of issue and Critical Milestone Date passes, in which case Nasdaq may thereafter terminate this Agreement. In the date upon which event that the Expert so determined). 20.5 Where a countersignature of an acceptance certificate is refused, failure to pass the acceptance certificate shall, subject to Clause 20.4, be deemed not to have been issued and the Contractor shall be entitled to re-apply for the countersignature concerned once the work required in order for the Acceptance Nasdaq QC Test to be passed has been carried out. 20.6 The Contractor agrees with the Council that any countersignature of an Acceptance Certificate by or on behalf of the Council shall be for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that Critical Milestone Date is a New Facility complies with the Design and Construction Specificationresult of (i) or (ii) of this sub-section, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor of any of its obligations under then OptiMark may thereafter terminate this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51Agreement.

Acceptance Tests. 20.1 The (a) Contractor shall give not commence the Council no less than 30 days' notice of Acceptance Tests for a Unit or the date on which Facility until such Unit or the Contractor considers that each New Facility will be completed. 20.2 An Acceptance Test shall be conducted by the Contractor in relation to each New Facility in accordance with the procedures for it developed, prepared and approved in accordance with the provisions of Part I of Schedule 6 and the provisions of the Construction and Installation Timetable. 20.3 If a New Facility fails to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where the Contractor considers that a New Facility has passed the Acceptance Test, the Contractor shall issue an acceptance certificate prepared by the Contractor achieved Mechanical Completion. Notwithstanding anything contained in the form set out in Part II of Schedule 6 and immediately preceding sentence to the Council shallcontrary, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed the Acceptance Test and that the Acceptance Certificate had therefor been correctly issued, it shall be deemed to have been countersigned on the date it was issued (and the Contractor shall accordingly incur no liability for the delay between the date of issue and the date upon which the Expert so determined). 20.5 Where a countersignature of an acceptance certificate is refused, the acceptance certificate shall, subject to Clause 20.4, be deemed not to have been issued and the Contractor shall be entitled permitted to re-apply run tests on individual items of equipment for purposes of (i) verifying Subcontractor requirements, (ii) satisfying emissions requirements; provided, however, that (A) such equipment can be run without damage to the countersignature concerned once the work required in order for the Acceptance Test Facility or any property and without injury to any other person and (B) Contractor shall not, by virtue of performing such tests, be passed has been carried out. 20.6 The Contractor agrees with the Council that any countersignature of an Acceptance Certificate by or on behalf of the Council shall be for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor relieved of any of its obligations under this Agreement.‌Agreement, including without limitation, the obligations to demonstrate that the Facility can be operated in compliance with all Laws. In preparing for the performance of the Acceptance Tests, Contractor shall reasonably cooperate with Power Purchaser, Operator and the natural gas supplier(s) for purposes of scheduling, safety, coordination of activities and similar matters. Contractor shall perform the Acceptance Tests at its sole expense, with all costs thereof payable out of the Contract Price, except for costs of Consumables provided by Owner pursuant to Section 4.1 and the operating personnel provided by Owner pursuant to Section 4.6. Contractor shall provide a Notice to Owner at least twenty (20) Days prior to the date that Contractor expects the Work to be ready for each Acceptance Tests (the "Acceptance Testing Notice"). 20.7 Any dispute arising (i) Contractor shall conduct the Performance Tests as described in Exhibit A to verify compliance of each Unit with the Performance Guarantees. If the Performance Tests demonstrate that the Performance Guarantees have been met, Contractor shall tender such Unit to Owner, subject to the satisfaction of the other requirements for Substantial Completion, and Owner shall pay to Contractor the bonuses, if any, set forth in Section 12.4(c) within thirty (30) Days of receiving a written invoice therefor from Contractor. (ii) If the Performance Tests demonstrate that any of the Performance Guarantees have not been met, Contractor shall diligently take corrective action until subsequent Performance Tests demonstrate that all Performance Guarantees have been met or Contractor has tendered the Unit pursuant to clause (iii) below. During this period, Contractor may repeat the Performance Tests as many times as necessary to achieve the Performance Guarantees, subject to the limitations set forth in clause (iv) below. In any event, Contractor shall continue to pay Delay Liquidated Damages, if applicable, in accordance with Section 12.2. (iii) If Contractor (A) causes a Unit to achieve a performance level of at least (1) 96.25% of the Unit Power Output Guarantee on a per Unit basis, (2) 94.25% of the Maximum Unit Power Output Guarantee on a per Unit basis and (3) 104.25% of the Unit Heat Rate Guarantee on a per Unit basis (the "Performance Minimums") and (B) has satisfied the other requirements for Substantial Completion, Contractor may declare Substantial Completion. Commercial Tolerance Bands shall not be applied to the measurements or calculations regarding Performance Minimums. (iv) If (x) Contractor causes a Unit to achieve the Performance Minimums pursuant to clause (iii) above and Substantial Completion has been achieved, and (y) the Date Certain has not yet occurred, Contractor shall have an opportunity to prepare and present to Owner a plan to achieve the Performance Guarantees, which plan shall be consistent with the operational requirements of the Facility and in accordance with the requirements of the Agreement (the "Remedial Plan"). The Remedial Plan shall be prepared in consultation with Owner, shall be presented within 30 days after the achievement of the Substantial Completion and shall detail the corrective measures which Contractor proposes to take to achieve the Performance Guarantees, the manner in which such corrective measures will be implemented, the proposed schedule for the implementation of such corrective measures, including the required outage duration ("Cure Outage"), and the proposed period of time (the "Plan Period") necessary to effect such corrective measures (which period of time shall not in any event extend beyond the date that is twelve (12) months after the Guaranteed Completion Date, provided, however, in the event that: (A) the time necessary for Contractor to prepare for the implementation of the cure, despite the exercise of due diligence, does not permit the implementation of such cure during a planned outage prior to the expiration of such twelve (12) month period; or (B) the next available planned outage that Owner agrees to permit Contractor to implement the cure occurs after the expiration of such twelve (12) month period; or (C) the outage utilized for implementation of the cure extends beyond the expiration of such twelve (12) month period; then the expiration of such twelve (12) month period shall be extended until the completion of both the implementation of such cure and the required performance testing. Contractor agrees to schedule the Cure Outage during planned outages mutually agreed upon by the Parties and Contractor agrees to take reasonable actions to minimize the duration of any such Cure Outage. If the Unit is out of service on an unscheduled basis, Contractor, subject to Owner's consent, such consent not to be unreasonably withheld, may be given access to the Unit to implement such cure. Owner shall provide Contractor the opportunity to make the necessary corrections and to reperform such Performance Guarantee Tests, consistent with the operational requirements of the Facility and the planned outage schedule. In the event that the Cure Outage must be scheduled after the expiration of the original twelve (12) month period described above, Owner agrees to pay Contractor the unpaid balance of the Contractor Price upon the expiration of such period and receipt of an irrevovable unconditional letter of credit in such amount as Owner is entitled to retain under the terms of the Agreement. Contractor shall proceed with due diligence to implement the Remedial Plan and use reasonable efforts to achieve the Performance Guarantees. Contractor shall review any material revisions to the Remedial Plan with the Owner. If any revisions to the Remedial Plan require an extension of the outage beyond the expiration of the Cure Outage, Contractor shall pay Owner Delay Liquidated Damages at the rates and on the terms set forth in Section 12.2 for the period of such extension. If Contractor elects not to attempt a cure, Contractor shall so advise Owner and shall immediately pay the applicable Performance Liquidated Damages in accordance with Section 12 4(c) hereof. At the end of the Plan Period, Contractor shall pay the Performance Liquidated Damages calculated in accordance with Section 12.4(c) hereof. (v) Notwithstanding the foregoing, if Contractor has not achieved the Performance Guarantees by the Date Certain, Contractor shall immediately pay to Owner the Performance Liquidated Damages calculated in accordance with Section 12.4(c) based upon the most recent Performance Test results, provided that nothing contained herein shall limit Contractor's obligation hereunder to achieve not less than the Performance Minimums. (c) Liquidated damages and bonuses shall be payable to the extent that the results of the Performance Tests differ, by a magnitude greater than the Commercial Tolerance Band, from the Performance Guarantees set forth in Exhibit A. Solely for the purpose of computing liquidated damages and bonuses under this Clause may Section 12.4(c), the applicable Commercial Tolerance Band shall be referred applied to an Expert under Clause 51.the Unit Power Output (as adjusted to the Base Conditions for the Unit Power Output Test) and the Unit Power Output (as adjusted to the Base Conditions for the Maximum Unit Power Output Test) and the applicable Commercial Tolerance Band shall be applied to the adjusted Unit Heat Rate (as adjusted to the Base Conditions for the Unit Heat Rate Test). The liquidated damages and bonuses applicable to the results of the Performance Tests regarding compliance of the Facility with the Performance Guarantees are as follows, and are subject to Sections 13.1 and 13.2:

Acceptance Tests. 20.1 The Contractor shall give Goods may be required to satisfy the Council no less than 30 days' Acceptance Tests to demonstrate that the Goods meet the Goods Specification before they are accepted by Aston. Aston will notify the Supplier in writing as to when the Acceptance Tests will take place. The Supplier may attend and assist with conducting the Acceptance Tests. The Supplier will be afforded the opportunity to comment on the suitability of the Acceptance Tests. Aston will record the results of the Acceptance Tests. Aston will notify the Supplier promptly on successful completion of the Acceptance Tests as to whether the Goods satisfy the Acceptance Tests. If the Goods do not satisfy the Acceptance Tests, Aston will notify the Supplier of such failure and may (in its discretion and without prejudice to its other rights under this Agreement): grant a further period of time during which the Supplier will be required to adapt, modify and/or otherwise correct the relevant Goods to comply with the Goods Specification so that the Goods can be re-submitted for further testing; or accept the Goods subject to a list of written exceptions which the Supplier will rectify within the timescales agreed by the Parties; or accept the Goods subject to receiving a refund or reduction in Price; or reject any/all of the Goods and terminate this Agreement with immediate effect by giving written notice to the Supplier in accordance with paragraph 23 of this Part 1 without any liability to the Supplier on the basis of a total failure of consideration including any liability to pay any outstanding payments of the Price which, at the time of (and but for) such termination, remain outstanding and are due to be paid to the Supplier. In the event Aston terminates this Agreement pursuant to paragraph 5.6.4 of this Part 1, the Supplier will repay Aston any amounts paid to the Supplier under this Agreement within 14 days of the date on which of such termination; or complete the Contractor considers that each New Facility will be completed. 20.2 An Acceptance Test shall be conducted by the Contractor in relation to each New Facility in accordance with the procedures for it developed, prepared and approved in accordance with the provisions of Part I of Schedule 6 and the provisions supply of the Construction Goods by entering into a contract with a third party and Installation Timetable. 20.3 If recover from the Supplier any costs incurred by Aston in obtaining substitute Goods from a New Facility fails third party. The Supplier will ensure that any modifications made as a result of failing to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where the Contractor considers that a New Facility has passed the Acceptance Test, the Contractor shall issue an acceptance certificate prepared by the Contractor in the form set out in Part II of Schedule 6 and the Council shall, if satisfied that the New Facility has so passed the Acceptance Test, countersign it, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If in the event of a dispute the Expert subsequently determines that the New Facility had passed the Acceptance Test and will not adversely impact on any previously successful Acceptance Test or (as applicable) the approval procedure in respect of any other Goods. To the extent that the Acceptance Certificate had therefor been correctly issued, it shall be deemed to have been countersigned on the date it was issued (and the Contractor shall accordingly incur no liability for the delay between the date of issue and the date upon which the Expert so determined). 20.5 Where a countersignature of an acceptance certificate is refusedany such adverse impacts occur, the acceptance certificate shall, subject Supplier will be liable to Clause 20.4, be deemed not Aston for Aston’s reasonable costs in conducting further tests. Aston will notify the Supplier within 30 days of receiving the modified Goods pursuant to have been issued and paragraph 5.6.1 of this Part 1 confirming whether the Contractor shall be entitled to re-apply for modified Goods meet the countersignature concerned once the work required in order for the Acceptance Test to be passed has been carried outGoods Specification. 20.6 The Contractor agrees with the Council that any countersignature of an Acceptance Certificate by or on behalf of the Council shall be for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor of any of its obligations under this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51.

Acceptance Tests. 20.1 The Contractor Supplier shall give perform or require all appropriate factory acceptance testing (the Council no less than 30 days' notice "Factory Acceptance Tests") necessary to ensure that, prior to shipment or granting access for download (as applicable), all Software and other Deliverables are free from defects in materials and workmanship and meet the specifications required for use by Ameren and any applicable Ameren Affiliates. Upon receipt of the date on which Software and other Deliverables, Ameren, with all necessary cooperation and assistance from Supplier, will perform software acceptance tests (the Contractor considers that each New Facility will be completed. 20.2 An "Delivery Acceptance Test shall be conducted by Tests") and such other inspections necessary to determine whether or not the Contractor in relation to each New Facility Software or other Deliverables: (a) perform in accordance with the procedures for it developed, prepared and approved in accordance with the provisions of Part I of Schedule 6 applicable Documentation and the provisions Acceptance Criteria; (b) can be used effectively in Ameren's operating business environment; (c) are capable of running without failure; and (d) have been delivered in a condition consistent with this Contract. The Parties will diligently endeavor to cooperate in the Delivery Acceptance Tests and such other inspections so that they are completed in a timely manner, and Ameren will provide written notification of the Construction completion of same which shall serve as the acceptance for purposes of the commencement of the warranty period as set forth in Section 11.1. Ameren's acceptance of the Software and Installation Timetable. 20.3 other Deliverables shall in no manner waive Ameren's rights under any representation or warranty set forth in this Contract. If a New Facility fails to pass an Acceptance Test, it shall be repeated as soon as reasonably practicable. 20.4 Where Ameren determines that the Contractor considers that a New Facility Software or other Deliverable has passed not successfully met the Acceptance TestCriteria, Ameren will promptly notify Supplier in writing of such determination (the Contractor “Failure Notice”) and will describe in reasonable detail its reasons for such determination. For Software, Supplier shall issue an make such necessary corrections and modifications to the Software as will cause the Software to successfully pass the Delivery Acceptance Tests not later than ten (10) business days from the date of the most recent Failure Notice. Supplier will notify Ameren in writing that such corrections and modifications have been completed (the “Correction Notice”). Promptly after receipt of the Correction Notice, Ameren, with all necessary cooperation and assistance from Supplier, will re-test the Software using the Delivery Acceptance Tests and perform such other tests (the “Additional Acceptance Tests”) as Ameren deems reasonably necessary. If Ameren determines that the Software fails again to successfully meet the Acceptance Criteria or any criteria included as part of the Additional Acceptance Tests, Ameren will promptly provide Supplier with a Failure Notice, and will have (in addition to its other remedies in equity or at law) the right to reject the Software or to terminate the applicable SOW or this Contract. In the event of the termination of the SOW or rejection of the Software, Supplier shall make a full refund of all amounts paid prior to termination or rejection. Notwithstanding the foregoing, Ameren's acceptance certificate prepared by of the Contractor Deliverables shall in no manner waive Ameren's rights under any representation or warranty set forth in this Contract or those of any affected Ameren Affiliate. Notwithstanding the foregoing, Ameren’s failure to notify Supplier that the Services or Deliverables meet the Acceptance Criteria within any time period as may be set forth in the form set out Statement of Work shall in Part II no event result in such Service’s or Deliverable’s “deemed acceptance,” or “deemed approval” and Ameren’s acceptance of Schedule 6 and the Council shall, if satisfied such Service or Deliverable shall only occur upon Ameren’s written acknowledgment that the New Facility such Service or Deliverable has so passed met the Acceptance TestCriteria; provided, countersign ithowever, or if not so satisfied shall state why it is not prepared to do so. Upon such counter-signature the acceptance certificate shall become an Acceptance Certificate and be deemed issued. If that in the event Ameren fails to notify Supplier of a dispute its approval or rejection of such Service or Deliverable pursuant to this Section within the Expert subsequently determines later to occur of: (i) any applicable time period set forth in the Statement of Work, or (ii) three (3) business days after Supplier’s notice to Ameren that the New Facility had passed the Acceptance Test and that the Acceptance Certificate had therefor been correctly issuedsuch time period is going to, it shall be deemed to have been countersigned on the date it was issued (and the Contractor shall accordingly incur no liability for the delay between the date of issue and the date upon which the Expert so determined). 20.5 Where a countersignature of an acceptance certificate is refusedor has expired, the acceptance certificate shall, subject to Clause 20.4, be deemed not to have been issued and the Contractor then Supplier shall be entitled to re-apply for an equitable adjustment to its fees and the countersignature concerned once Work Schedule to the work required in order for the Acceptance Test to be passed has been carried out. 20.6 The Contractor agrees with the Council that any countersignature of an Acceptance Certificate by or on behalf of the Council shall be for the sole purpose of establishing purported compliance with the relevant Target Facility Completion Date, and that it does not in any way indicate or imply acceptance by the Council that a New Facility complies with the Design and Construction Specification, or is complete, nor (except for the purpose mentioned above) does it otherwise indicate or imply acceptance or approval by the Council of the New Facility, nor does it relieve the Contractor extent of any of its obligations under this Agreement.‌ 20.7 Any dispute arising under this Clause may be referred to an Expert under Clause 51resulting delay.