Common use of Software Performance Clause in Contracts

Software Performance. For each System, CTS hereby warrants to Customer that the Licensed Programs (excluding the Third-Party Software), when used in conjunction with the Hardware necessary for operation of such System and with Customer's properly-operating cellular network, and when all relevant Infrastructure and Environmental Requirements are satisfied, will * CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION materially perform in accordance with their Specifications [*] of such Licensed Programs by Customer as set forth in the applicable provisions of [*] Customer's exclusive remedy for breach of such warranty (without limiting any other remedy expressly set forth herein including, without limitation, the remedies set forth in Subsection 11.4, below) shall be correction by CTS, at no additional charge to Customer, of any errors or malfunctions in such Licensed Programs found not to be in compliance with such warranty, in accordance with the terms of the Support Services Agreement; PROVIDED, HOWEVER, that CTS shall have no obligation to make such corrections if Customer is in breach or default under this Agreement or if Customer fails to promptly notify CTS upon discovery of such errors or malfunctions. If a correction of an error or malfunction is commercially impractical, CTS may provide Customer with a commercially reasonable circumvention of such error or malfunction. For Third-Party Software, CTS will pass through to Customer the warranties that CTS receives from its vendor for such Third-Party Software, and will assist Customer in the enforcement of such warranties.

Software Performance. For each SystemSystem within a given Market, CTS hereby represents and warrants to Customer that the Licensed Programs (excluding the Third-Party Software)) eligible for software maintenance services under the Support Services Agreement, when used in conjunction with the Hardware necessary for operation of such System and with Customer's properly-operating cellular network, and when all relevant Infrastructure and Environmental Requirements are satisfied, will * CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION materially perform in accordance with their Specifications [*] of such Licensed Programs by Customer as set forth in the applicable provisions of [*] Customer. Customer's exclusive remedy for breach of such the warranty (without limiting any other remedy expressly set forth herein including, without limitation, the remedies set forth in this Subsection 11.4, below) shall be correction by CTS, at no additional charge to Customer, of any errors or malfunctions in any such Licensed Programs found not to be in compliance with such warranty, in accordance with this warranty during the terms of the Support Services Agreementapplicable warranty period; PROVIDED, HOWEVER, that CTS shall have no obligation to make such corrections if Customer is in breach or default under this Agreement or if Customer fails to promptly notify CTS upon discovery of such errors or malfunctionsAgreement. If a correction of an error or malfunction is commercially impractical, CTS may provide Customer with a commercially reasonable circumvention of such error or malfunctionmalfunction to achieve material compliance with this warranty during the warranty period. For Third-Party SoftwareIf, after investigation, CTS will pass through to Customer the warranties demonstrates that CTS receives from its vendor for such Third-Party Software, and will assist Customer a reported error was not caused by an error in the enforcement System as supplied by CTS, Customer shall pay CTS for its costs of such warrantiesinvestigating the reported error at the then current rates of CTS.

Software Performance. For each SystemSystem within a given Licensed Market, CTS hereby warrants and covenants to Customer that the Licensed Programs (excluding the Third-Party Software)) eligible for software maintenance services under the Support Services Agreement, when used in conjunction with the Hardware necessary for operation of such System and with Customer's properly-operating cellular network, and when all relevant Infrastructure and Environmental Requirements are satisfied, will * CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION materially perform in accordance with their Specifications [*] of for so long as Customer continuously purchases for such Licensed Programs by Customer as set forth in System such software maintenance services under the applicable provisions of [*] Support Services Agreement. Customer's exclusive remedy for breach of such warranty (without limiting any other remedy expressly set forth herein including, without limitation, the remedies set forth in provided under Subsection 11.4, below) shall be correction by CTS, at no additional charge to Customer, of any errors or malfunctions in such Licensed Programs found not to be in compliance with such warranty, in accordance with the terms of the Support Services Agreement; PROVIDED, HOWEVER, that CTS shall have no obligation to make such corrections if Customer is in breach or default under this Agreement or if Customer fails to promptly notify CTS in writing upon discovery of such errors or malfunctions. If a correction of an error or malfunction is commercially impractical, CTS may provide Customer with a commercially reasonable circumvention of such error or malfunction. For Third-Party Software, CTS will pass through to Customer the warranties that CTS receives from its vendor for such Third-Party Software, and will assist Customer in the enforcement of such warranties.

Software Performance. For each System, CTS hereby warrants to Customer that the Licensed Programs (excluding the Third-Party Software), when used in conjunction with the Hardware necessary for operation of such System and with Customer's properly-cellular network operating cellular networkin a normal manner, and when all relevant Infrastructure and Environmental Requirements are satisfied, will * CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION materially perform in accordance with their Specifications [*] of for so long as Customer continuously purchases for such Licensed Programs by Customer as set forth System the basic support services and software subscription services described in the applicable provisions of [*] Support Services Agreement. Customer's exclusive remedy for breach of such warranty (without limiting any other remedy expressly set forth herein including, without limitation, the remedies set forth in Subsection 11.4, below) shall be correction by CTS, at no additional charge to Customer, of any errors or malfunctions in such Licensed Programs found not to be in compliance with such warranty, in accordance with the terms of the Support Services Agreement; PROVIDED, HOWEVER, that CTS shall have no obligation to make such corrections if Customer is in breach or default under this Agreement and is notified, in writing, of such breach or default, or if Customer fails to promptly notify CTS upon in writing within a reasonable time of discovery of such errors or malfunctions. If a correction of an error or malfunction is commercially impractical, CTS may provide Customer with a commercially reasonable circumvention of such error or malfunction. For MASTER PURCHASE AND LICENSE AGREEMENT PAGE 13 Third-Party SoftwareSoftware supplied by CTS, CTS will pass through to Customer the warranties that CTS receives from its vendor for such Third-Party Software, and to the extent that such vendor will assist Customer in the enforcement of honor such warranties.