Common use of PRODUCT ACCEPTANCE Clause in Contracts

PRODUCT ACCEPTANCE. Impinj shall submit Monza to certify its compliance with the Gen2 Specification according to procedures established by EPCglobal and, at its sole cost and expense, Impinj shall revise and resubmit Monza until such time as EPCglobal or one of its designated third party compliance laboratories certifies Monza as compliant with the Gen2 Specification; provided however, that if after three (3) such submissions, Monza is not certified, the parties will discuss in good faith next steps to obtain certification for Monza, if obtainable, and Impinj shall not have further obligation to submit Monza to EPCglobal. Any version of Monza that: (1) is certified by EPCglobal or one of its designated third party compliance laboratories as compliant with a Gen2 Specification; (2) implements a version of the Gen2 Specification that Walmart indicates it will accept; and (3) materially complies with the Monza Specifications, shall be deemed accepted hereunder (the “Product Acceptance”). The latter of the dates that: (1) a version of Monza is certified as compliant with a Gen2 Specification in accordance with above; (2) Walmart first publicizes or otherwise indicates its intent to accept products compliant with such version of the Gen2 Specification; and (3) Testing for Monza is completed, and Monza materially complies with the Monza Specifications, shall be the “Product Acceptance Date.” If, for any reason, Walmart publicizes or otherwise indicates its intent to no longer accept the version of the Gen2 Specification with which the Monza Specification is compliant, then (i) Impinj shall immediately notify Alien, (ii) Alien shall have the right to cancel any outstanding Orders in accordance with this Agreement, and thereafter (iii) Alien shall have the right to terminate this Agreement.