Common use of FAILURE OF OMEGA TO CORRECT AN ERROR Clause in Contracts

FAILURE OF OMEGA TO CORRECT AN ERROR. In the event that Omega notifies Telerate that it is unable to correct an Error (other than an Insignificant Error), or an Event of Default under the License Agreement has occurred with respect to Omega based upon Omega's failure to correct an Error (other than an Insignificant Error), and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 thereof, and Telerate desires access to the Escrowed Code, Telerate shall deliver to Escrow Agent and to Omega an affidavit of Telerate, made by a duly authorized officer of Telerate (the "Correction Failure Affidavit"), stating, as applicable, that: (i) Telerate is entitled to access to the Escrowed Code because Omega has notified Telerate that it is unable to correct an Error (other than an Insignificant Error), a copy of such notification from Omega being attached hereto [with such notification attached], and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 thereof", or (ii) Telerate is entitled to access to the Escrowed Code because an Event of Default under the License Agreement has occurred with respect to Omega based upon Omega's failure to correct an Error (other than an Insignificant Error), and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 thereof," and (iii) Omega has been delivered a true and complete copy of this affidavit on the date shown on the attached certified or registered mail receipt or commercial carrier receipt evidencing delivery to Omega on such date" [and attaching such receipt]. Subject to Omega's right to serve a Counter Affidavit (defined and described below), at any time during the thirty (30) day period following the end of the fifth (5th) business day following delivery of the Correction Failure Affidavit, Escrow Agent shall, at Telerate's request, release the Escrowed Code to Telerate. Upon receipt of the Escrowed Code in this circumstance, Telerate shall use the Escrowed Code solely for the purpose of correcting the Error(s) the failure of which to correct served as the basis for Telerate's right to have access to the Escrowed Code. If requested by Omega in writing or in Omega's Counter Affidavit, correction of said Error(s) will take place at Omega's offices under Omega's supervision, in which event the procedures for release and return of the Escrowed Code set forth in subsection (a) above shall be followed. In no event shall any copy be made of the Escrowed Code. Upon completion of correction of said Error(s), the Escrowed Code shall be sealed in an envelope and redeposited with Escrow Agent. Even if Omega does not elect to have the Error(s) corrected at its offices under its supervision, Omega shall have the right to have a representative be present for such resealing and redeposit procedure.

FAILURE OF OMEGA TO CORRECT AN ERROR. In the event that Omega notifies Telerate that it is unable to correct an Error (other than an Insignificant Error), or an Event of Default under the License Agreement has occurred with respect to Omega based upon Omega's failure to correct an Error (other than an Insignificant Error), and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 P.4 thereof, and Telerate desires access to the Escrowed Code, Telerate shall deliver to Escrow Agent and to Omega an affidavit of Telerate, made by a duly authorized officer of Telerate (the "Correction Failure Affidavit"), stating, as applicable, that: (i) Telerate is entitled to access to the Escrowed Code because Omega has notified Telerate that it is unable to correct an Error (other than an Insignificant Error), a copy of such notification from Omega being attached hereto [with such notification attached], and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 P.4 thereof", or (ii) Telerate is entitled to access to the Escrowed Code because an Event of Default under the License Agreement has occurred with respect to Omega based upon Omega's failure to correct an Error (other than an Insignificant Error), and Telerate has not terminated, or given notice of termination of, the License Agreement pursuant to any provision thereof other than Section Q.4 P.4 thereof," and (iii) Omega has been delivered a true and complete copy of this affidavit on the date shown on the attached certified or registered mail receipt or commercial carrier receipt evidencing delivery to Omega on such date" [and attaching such receipt]. Subject to Omega's right to serve a Counter Affidavit (defined and described below), at any time during the thirty (30) day period following the end of the fifth (5th) business day following delivery of the Correction Failure Affidavit, Escrow Agent shall, at Telerate's request, release the Escrowed Code to Telerate. Upon receipt of the Escrowed Code in this circumstance, Telerate shall use the Escrowed Code solely for the purpose of correcting the Error(s) the failure of which to correct served as the basis for Telerate's right to have access to the Escrowed Code. If requested by Omega in writing or in Omega's Counter Affidavit, correction of said Error(s) will take place at Omega's offices under Omega's supervision, in which event the procedures for release and return of the Escrowed Code set forth in subsection (a) above shall be followed. In no event shall any copy be made of the Escrowed Code. Upon completion of correction of said Error(s), the Escrowed Code shall be sealed in an envelope and redeposited with Escrow Agent. Even if Omega does not elect to have the Error(s) corrected at its offices under its supervision, Omega shall have the right to have a representative be present for such resealing and redeposit procedure.to