Common use of Notification and Review Clause in Contracts

Notification and Review. (1) If Weichai realizes that B▇▇▇▇▇▇ may not achieve a Deliverable or a Milestone by the applicable Deliverable Date or Milestone Date, it will Notify B▇▇▇▇▇▇ without undue delay, and the Parties will mutually decide how to proceed. (2) If B▇▇▇▇▇▇ realizes that it may not achieve a Deliverable or Milestone by the applicable Deliverable Date or Milestone Date, or if unexpected challenges arise during the work towards a Deliverable or Milestone, it will Notify Weichai without undue delay and provide Weichai with detailed information about the reasons for the delay or challenge, and the Parties will mutually decide how to proceed. (3) If B▇▇▇▇▇▇ fails to achieve any Deliverables for an applicable Work Package by the applicable Deliverable Date, or any Milestones by the applicable Milestone Date: (a) within five (5) Business Days after the Deliverable Date, the Milestone Date, or the date of any determination under Section 5.2, as the case may be, B▇▇▇▇▇▇ must provide Weichai in writing with: (i) its best assessment, at that time, of the reasons any Deliverables or Milestones were not achieved; and (ii) a high-level work-plan to achieve any Deliverables or Milestones that were not achieved; (b) B▇▇▇▇▇▇'▇ assessment will, at a minimum: (i) define the process taken to determine the causes of the failure in order to better define solutions to address the failure; (ii) determine and discuss short-term containment actions and assess the impact of the failure on other Deliverables or Milestones; (iii) determine and discuss potential longer term corrective actions such as, but not limited to, implementing Third Party solutions in order to utilize the best available technology; and (iv) describe training or other actions to be conducted to implement corrective actions to prevent recurrence of the failure or anticipated failure (which training or actions B▇▇▇▇▇▇ will promptly implement); and (c) B▇▇▇▇▇▇ will continue to fully update Weichai with respect to B▇▇▇▇▇▇'▇ assessment and plan under Section 6.1(3)(a) and Section 6.1(3)(b) every five (5) Business Days over the course of the failure, which update will include any changes to B▇▇▇▇▇▇'▇ assessment and/or plan. (d) B▇▇▇▇▇▇ will, using technically adequate and reasonable care and observing recognized rules and standards of technological research, use all commercially reasonable efforts to fully remediate the failure (for the purposes of this Agreement, full remediation of a failure means that all of the Deliverables or Milestones are achieved) and in so doing, B▇▇▇▇▇▇ will act with a view to avoiding jeopardizing the continuity and timely completion of the Work to the extent possible; (e) B▇▇▇▇▇▇ will continue to perform the Work in addition to performing any remediation work, provided the Parties will agree (acting reasonably) on a revised timetable for such continuing Work if the Deliverable or Milestone failure affects the Development Programs as a whole or the applicable Work Package; (4) If B▇▇▇▇▇▇'▇ assessment in accordance with Section 6.1(2) is that it may not achieve a Deliverable or Milestone, or B▇▇▇▇▇▇ has failed to achieve any Deliverables for an applicable Work Package as of the applicable Deliverable Date, the following will apply: (a) if B▇▇▇▇▇▇ complies with the provisions of Section 6.1(3)(a) and Section 6.1(3)(b), the Parties will ensure that the Advisory Committee meets as soon as practicable, but in any event not later than ten (10) Business Days after B▇▇▇▇▇▇ has delivered such assessment under Section 6.1(3)(a) or the date of such determination under Section 5.2, to attempt to reach agreement on a remediation plan or to change the requirements of the applicable Work Package and/or the Development Programs to alleviate the results of such failure. If the Advisory Committee is unable to reach such an agreement, the Parties will meet within fifteen (15) Business Days of the meeting of the Advisory Committee to attempt to reach an agreement, on a remediation plan or to change the requirements of the applicable Work Package and/or the Development Programs to alleviate the results of such failure. If such an agreement is reached by either the Advisory Committee or the Parties which involves: (i) a remediation plan, and B▇▇▇▇▇▇ is successful in meeting the requirements of the remediation plan at B▇▇▇▇▇▇'▇ own costs; (ii) a change to the Development Programs; (iii) a change to the applicable Work Package; (iv) a change to the Deliverables; or (v) a change to the Milestones, the Parties will agree in writing on the amendments to the applicable Work Package, the Development Programs or the applicable Schedule to this Agreement required (if any) to account for such remediation plan and its results or to account for such change to the applicable Work Package and/or to the Development Programs, as needed; (b) the determination of whether all of the relevant Deliverables have been achieved during the remediation period described in this Section 6.1will take place in accordance with Article 5.

Notification and Review. (1) If Weichai AUDI realizes that B▇▇▇▇▇▇▇ may not achieve a Deliverable or a Critical Milestone by the applicable Deliverable Date or Critical Milestone Date, it will shall Notify B▇▇▇▇▇▇▇ without undue delay, and the Parties will shall mutually decide how to proceed. (2) If B▇▇▇▇▇▇▇ realizes that it may not achieve a Deliverable or Milestone by the applicable Deliverable Date or Milestone DateCritical Milestone, or if unexpected challenges arise during the work towards a Deliverable or Critical Milestone, it will shall Notify Weichai AUDI without undue delay and provide Weichai AUDI with detailed information about the reasons for the delay or challenge, and the Parties will shall mutually decide how to proceed. (3) If B▇▇▇▇▇▇▇ fails to achieve any Deliverables for an applicable Work Package by the applicable Deliverable Date, or any Critical Milestones by the applicable Critical Milestone Date: (a) within five (5) Business Days after the Deliverable Date, the Critical Milestone Date, or the date of any determination under Section 5.25.2(e), as the case may be, B▇▇▇▇▇▇▇ must provide Weichai AUDI in writing with: (i) its best assessment, at that time, of the reasons any Deliverables or Critical Milestones were not achieved; and (ii) a high-level work-plan to achieve any Deliverables or Critical Milestones that were not achieved; (b) B▇▇▇▇▇▇▇'▇ assessment will, at a minimum: (i) define the process taken to determine the causes of the failure in order to better define solutions to address the failure; (ii) determine and discuss short-term containment actions and assess the impact of the failure on other Deliverables or Critical Milestones; (iii) determine and discuss potential longer term corrective actions such as, but not limited to, implementing Third Party solutions [commercially sensitive information redacted] in order to utilize the best available technology; and (iv) describe training or other actions to be conducted to implement corrective actions to prevent recurrence of the failure or anticipated failure (which training or actions B▇▇▇▇▇▇▇ will promptly implement); and (c) B▇▇▇▇▇▇▇ will continue to fully update Weichai AUDI with respect to B▇▇▇▇▇▇▇'▇ assessment and plan under Section 6.1(3)(a) and Section 6.1(3)(b) every five (5) Business Days over the course of the failure, which update will include any changes to B▇▇▇▇▇▇▇'▇ assessment and/or plan. (d) B▇▇▇▇▇▇▇ will, using technically adequate and reasonable care and observing recognized rules and standards of technological research, use all commercially reasonable efforts to fully remediate the failure (for the purposes of this Agreement, full remediation of a failure means that all of the Deliverables or Critical Milestones are achieved) and in so doing, B▇▇▇▇▇▇▇ will act with a view to avoiding jeopardizing the continuity and timely completion of the Work to the extent possible; (e) B▇▇▇▇▇▇▇ will continue to perform the Work in addition to performing any remediation work, provided the Parties will agree (acting reasonably) on a revised timetable for such continuing Work if the Deliverable or Critical Milestone failure affects the Development Programs AUDI Program Plan as a whole or the applicable Work Package; (4) If B▇▇▇▇▇▇▇'▇ assessment in accordance with Section 6.1(2) is that it may not achieve a Deliverable or Critical Milestone, or Bif it is determined pursuant to Section 5.2(e) that ▇▇▇▇▇▇▇ has failed to achieve any Deliverables for an applicable Work Package as of the applicable Deliverable Date, the following will apply: (a) if B▇▇▇▇▇▇▇ complies with the provisions of Section 6.1(3)(a) and Section 6.1(3)(b), the Parties will ensure that the Advisory Committee meets as soon as practicable, but in any event not later than ten seven (107) Business Days after B▇▇▇▇▇▇▇ has delivered such assessment under Section 6.1(3)(a) or the date of such determination under Section 5.25.2(e), to attempt to reach agreement on a remediation plan or to change the requirements of the applicable Work Package and/or the Development Programs AUDI Program Plan to alleviate the results of such failure. If the Advisory Committee is unable to reach such an agreement, the Parties will meet within fifteen (15) Business Days of the meeting of the Advisory Committee to attempt to reach an agreement, on a remediation plan or to change the requirements of the applicable Work Package and/or the Development Programs AUDI Program Plan to alleviate the results of such failure. If such an agreement is reached by either the Advisory Committee or the Parties which involves: (i) a remediation plan, and B▇▇▇▇▇▇▇ is successful in meeting the requirements of the remediation plan at B▇▇▇▇▇▇▇'▇ own costs; (ii) a change to the Development ProgramsAUDI Program Plan; (iii) a change to the applicable Work Package; (iv) a change to the Deliverables; or (v) a change to the Critical Milestones, the Parties will agree in writing on the amendments to the applicable Work Package, the Development Programs AUDI Program Plan or the applicable Schedule to this Agreement required (if any) to account for such remediation plan and its results or to account for such change to the applicable Work Package and/or to the Development ProgramsAUDI Program Plan, as needed; (b) the determination of whether all of the relevant Deliverables have been achieved during the remediation period described in this Section 6.1will 6.1 will take place in accordance with Article 5.