Performance Infractions Sample Clauses

Performance Infractions. (a) In each instance that TNSI experiences (1) a material breach of a performance obligation set forth in Section 2.2.1 in the case of an accepted Work Order, or (2) a material breach of a performance obligation set forth in Section 2.2.1 in the case of a Conditional Acceptance if that breach was not related to an identified risk that caused TNSI's order to be an Unreasonable Order (in either of the foregoing cases, a "Performance Infraction"), TNSI may notify GFOL of such event (an "Infraction Notice"), in which case GFOL will explain to TNSI the causes of the Performance Infraction, the measures (if any) that GFOL intends to take to prevent subsequent Performance Infractions of similar kind, and the likelihood of GFOL's preventing subsequent Performance Infractions of similar kind (the "Infraction Response"). Infraction Notices, if given, shall be in writing and shall be delivered to GFOL promptly after TNSI experiences a Performance Infraction. (b) As to any Performance Infraction involving a particular Work Order that GFOL did not deliver timely or correctly to TNSI (a "Defective Project"), at TNSI's option either: (1) TNSI will cancel that Work Order, in which case the purchase price for that Work Order (A) during the first [****] of the Term will be credited against the next [****] Minimum Guaranteed Revenue payments (as defined in Sections 7 and 8 below) and (B) in subsequent years of the Term will be promptly refunded to TNSI; or (2) GFOL will timely and correctly perform or re-perform that Work Order. Notwithstanding anything else contained in Section 17 or elsewhere in this Agreement, GFOL shall not be liable to TNSI for any damages in connection with negligent performance that results in the untimely or incorrect performance of a Work Order; provided that the foregoing exception will not apply to GFOL's performance before or after the date hereof of any portion of any Assumed Contract (as defined in the Asset Agreement), as to which no such limitation of liability toward the pertinent client existed in favor of GFOL prior to that Assumed Contract's assumption by TNS Operations under the Asset Agreement and continues not to exist at the time of such performance by GFOL; and provided further that TNSI will use commercially reasonable efforts to contractually limit its liability toward such client under such Assumed Contracts (including under any replacements or renewals thereof), the reasonableness of such efforts to reflect the entirety of factor...