Common use of Adjusted Acceptance Clause in Contracts

Adjusted Acceptance. Without effect on the foregoing in this Section 1.14, if the first Alpha System subject to Acceptance testing under Exhibit M (Performance Standards and Acceptance Criteria) (for the avoidance of doubt, other than any Rapid Prototype Alpha System), fails to meet the Acceptance Criteria set forth in the applicable Project SOW and/or Exhibit M (Performance Standards and Acceptance Criteria) on the date specified in the applicable Project SOW, the Parties may mutually agree (at each party’s discretion) in writing to nonetheless deem such Alpha System to have “achieved” Acceptance based on its then-current performance in relation to the Acceptance Criteria set forth in the applicable Project SOW and/or Exhibit M (Performance Standards and Acceptance Criteria) (altogether, the “Adjusted Acceptance”, and with the relevant Alpha System being referred to as the “Adjusted Acceptance Alpha System”). In such event, (1) the Adjusted Acceptance Alpha System will not count for purposes of Section 15.4 (Termination for Symbotic Failure to Meet Performance Standards or Project Time Schedule); (2) the Software Fees for the Adjusted Acceptance Alpha System will remain subject to Article V of Exhibit J (Pricing); and (3) the “Triggering Event I”, as such term is defined and set forth in the Acquisition Agreement, will be deemed satisfied. For the avoidance of doubt, Walmart’s acceptance of the Adjusted Acceptance Alpha System shall not relieve Symbotic of its obligations with respect to any subsequent Alpha System, including with respect to the Acceptance Criteria set forth in each applicable Project SOW and/or Exhibit M (Performance Standards and Acceptance Criteria) nor waive such Acceptance Criteria as to any future Project SOWs. Further for the avoidance of doubt, any dispute regarding payment of the Deferred Compensation (as defined in the Acquisition Agreement) with respect to Triggering Event I shall be resolved under the Acquisition Agreement and not this Agreement.