Common use of Technical Issue Clause in Contracts

Technical Issue. If HDS: (a) receives a Slippage Notice stating in good faith that: or (b) otherwise in good faith reasonably believes or has knowledge that: a technical problem related to BlueArc’s obligations has caused a Slippage that prevents BlueArc from delivering an Initial Roadmap Item on the date specified on Exhibit Q, then BlueArc will use commercially reasonable efforts to promptly resolve the Slippage related issue and discuss the next steps with HDS. HDS will reasonably assist and cooperate with BlueArc on the resolution although HDS will not be required to spend any additional sums unless otherwise specified on Exhibit Q or mutually agreed by the Parties. If BlueArc has been working in good faith to resolve the Slippage for * * * and at that time HDS believes in good faith that the Slippage will adversely affect HDS’ ability to sell Products during the period prior to * * * and therefore meet its purchase obligation to BlueArc under Section 5.17 and its subsections, then HDS will so notify BlueArc and HDS may terminate this Agreement without cause on not less than * * * prior written notice to BlueArc. Following this termination neither Party will have any further obligations under this Agreement except to pay for Products and Services received by HDS on the termination date and with respect to each Party’s surviving obligations. For clarification purposes, a Slippage caused by the action or inaction of HDS or Hitachi Ltd. (that is not otherwise the direct result of a failure by BlueArc or any of BlueArc’s contractors) resulting directly in a Slippage by BlueArc will not be deemed a Slippage that permits HDS to exercise its termination rights under this Section. In addition, any Slippage resulting from a force majeure event as described in Section 29 will not permit HDS to exercise its termination rights under this Section.