SYSTEM WARRANTIES.
a) Contractor represents and warrants that the System shall conform to the terms and conditions of this Contract and the Specifications, and be free from defects in material and workmanship upon the Acceptance Date of the System by the Department and for a minimum period through the Warranty Period.
b) Additionally, during the Warranty Period for the System, Contractor shall modify, adjust, repair and/or replace such Deliverable(s), at no charge to Department, as necessary to maintain ongoing System reliability according to Section 11.
c) If the ongoing Performance of Contractor’s maintenance and support of the System or the performance of the System do not conform to Section 11, DAS or the Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a thirty (30) calendar day period, unless otherwise permitted by the Department, to correct the applicable deficiency and restore the functioning of the System to a level of operation that meets the requirements of this Contract.
d) In the event of a material default by the Contractor under the subsection above, in addition to any other rights or remedies provided in this Contract, DAS may, by written notice to Contractor, terminate this Contract. In event of such termination, if the material default is such that the System cannot conform to the requirements of Section 11, the Contractor shall reimburse the Department all monies paid by Department to Contractor in connection with Exhibit 2 or Statement of Work, whichever is applicable.
SYSTEM WARRANTIES. If the customer is purchasing an integrated software system, it should seek a warranty that the system as a whole will conform to the applicable specifications and service levels. If there are multiple vendors supplying components, the parties may need to carefully negotiate the allocations of responsibilities. The customer may desire to have one vendor responsible for integration and ultimate performance of the system, perhaps through a prime/subcontractor structure.
SYSTEM WARRANTIES a) Contractor represents and warrants that the System shall conform to the terms and conditions of this Agreement and Contractor’s Specifications, and be free from defects in material and workmanship upon acceptance of the System by the Department and for a minimum period of the Warranty Period.
b) Additionally, during the Warranty Period, Contractor shall modify, adjust, repair and/or replace such Deliverable(s), at no charge to Department, as necessary to maintain ongoing System reliability according to Section 11. SYSTEM RELIABILITY.
c) If the ongoing performance of Contractor’s maintenance and support of the System or the performance of the System do not conform to Section 11. SYSTEM RELIABILITY, the Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a thirty (30) calendar day period to correct the applicable deficiency and restore the functioning of the System to a level of operation that meets or exceeds the requirements of this Agreement. If during the Warranty Period, any Deliverable or System performance, or service level, continues to fail to meet these specifications, then the Contractor shall be in material default of this Agreement.
d) In the event of a material default by the Contractor under this section, in addition to any other rights or remedies provided in this Agreement, the State may, by written notice to Contractor, terminate this Agreement. In event of such termination, the Contractor shall reimburse the Department all monies paid by Department to Contractor under this Agreement.
SYSTEM WARRANTIES a. Contractor represents and warrants that the System shall conform to this Contract, the Specifications, Performance Criteria, Documentation and as applicable, the SOW and that it shall be free from defects in material and workmanship upon the Acceptance Date of the System and through the Warranty Period, unless the Contract is Terminated earlier.
b. During the Warranty Period, Contractor shall, at no charge, make Improvements to the Deliverables as necessary to maintain ongoing System reliability in accordance with the Specifications, Performance Criteria, Documentation, and as applicable, the SOW.
SYSTEM WARRANTIES. A. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE REPRESENTATIONS, ------ WARRANTIES, COVENANTS AND CONDITIONS OF THIS AGREEMENT, FTV MAKES NO WARRANTY TO XXX OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE INSTALLATION, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY FIBERS OR ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED.
B. In procuring and obtaining materials for the Installation of the Cable, FTV shall use reasonable efforts to obtain from the vendors and suppliers thereof, for the mutual benefit of XXX and FTV, warranties that such materials are: (1) of the kind and quality described in the purchase order or supply contract; (2) free of defects in workmanship, material, design and title; (3) of good and merchantable quality; and (4) where appropriate, fit for their intended purpose. In addition, FTV shall attempt to obtain standard warranty periods for all System materials, and shall use reasonable efforts to obtain longer warranty periods, if such extended warranties do not materially increase the cost of such materials. ELI's and FTV's sole obligation and liability to each other with respect to the System materials warranties shall be to administer such warranties. In no event shall either XXX or FTV be deemed to have guaranteed any such warranties provided by vendors or suppliers.
C. In the event any maintenance or repairs to the System are required as a result of a breach of any warranty made by any manufacturer, contractor or vendor, FTV shall pursue any remedies it may have against such manufacturer, contractor or vendor, and FTV shall reimburse XXX for any maintenance costs that XXX has incurred as a result of any such breach of warranty to the extent the manufacturer, contractor or vendor has paid such costs; provided that:
(1) FTV -------- shall be entitled to reduce such amount by legal and collection costs incurred; and (2) FTV shall have the right to prorate such payment among itself and other parties, based on IRU or fiber ownership.
SYSTEM WARRANTIES. Contractor represents and warrants that the System shall conform to the terms and conditions of this Contract and the Specifications, and be free from defects in material and workmanship upon the Acceptance Date of the System by the Department and for a minimum period through the Warranty Period. Additionally, during the Warranty Period for the System, Contractor shall modify, adjust, repair and/or replace such Deliverable(s), at no charge to Department, as necessary to maintain ongoing System reliability according to Section 11. If the ongoing Performance of Contractor’s maintenance and support of the System or the performance of the System do not conform to Section 11, DAS or the Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a thirty (30) calendar day period, unless otherwise permitted by the Department, to correct the applicable deficiency and restore the functioning of the System to a level of operation that meets the requirements of this Contract. In the event of a material default by the Contractor under the subsection above, in addition to any other rights or remedies provided in this Contract, DAS may, by written notice to Contractor, terminate this Contract. In event of such termination, if the material default is such that the System cannot conform to the requirements of Section 11, the Contractor shall reimburse the Department all monies paid by Department to Contractor in connection with Exhibit 2 or Statement of Work, whichever is applicable.
SYSTEM WARRANTIES. Non-Infringement Warranty. MPOWER represents and warrants that as of the Effective Date the MPOWER Release's performance under this Agreement does not, and will continue not to, infringe, or constitute an infringement or misappropriation of, the intellectual property rights of any third party.
SYSTEM WARRANTIES. With respect to the Member Systems licensed by each Member hereunder, the Member licensing the particular system ("Licensor") hereby warrants and represents to the LLC as follows:
SYSTEM WARRANTIES. (a) The Supplier undertakes, warrants and represents to XL that:
(i) the System will be suitable for installation at the Sites;
(ii) the System will operate in conjunction with the XL Systems and will conform to, and in compliance with, the Specifications, including by having the features, functionality and performance specified therein, and this agreement;
(iii) it has reviewed or will have reviewed by the date (if any) specified in the Outline Project Plan the XL Systems for compatibility with the System;
(iv) the System will operate in compliance with all applicable Laws and XL Regulatory Obligations;
(v) the System will be of merchantable quality, free from defects in design, material and workmanship and fit for any purpose held out by the Supplier or agreed between the Parties;
(vi) the Hardware will be new and unused, and not second hand, and capable of running the Software and other elements of the System;
(viii) the Software will be free from all viruses and malicious code, howsoever inserted or arising, and all disabling programs and devices;
(x) the Documentation will sufficiently describe the Use of the System to enable XL Personnel to Use the System for its intended purpose; and
(xi) any Source Code for the Standard Software or XL Specific Software provided to XL, or released to XL pursuant to any escrow agreement, will be sufficient to enable XL and its Personnel to Use, and modify to correct faults in, the version of Software in Use by XL on the date such Software is provided or released.
(b) Without limiting any of the Supplier’s other obligations under this agreement, the Supplier must ensure that XL obtains the benefit of any warranties provided by any Third Party manufacturer or supplier of the Software or Hardware.
SYSTEM WARRANTIES. 15.1 Contractor represents and warrants that the System shall conform to this Contract, the Specifications, Performance Criteria and the Documentation, and that it shall be free from defects in material and workmanship prior to acceptance of the System by DMV and for the Term (the “Warranty Period”), unless this Contract is Terminated earlier.
15.2 During the Warranty Period, the Contractor shall, at no charge, make Improvements to the Deliverables as are necessary or appropriate to maintain ongoing System reliability and as required by Section 5.5.
15.3 If DMV determines that ongoing Performance of Contractor’s maintenance and support of the System or the Performance of the System do not conform to Section 14, System Reliability & Performance Criteria, or Exhibit I, then DMV shall give Contractor written notice of the deficiencies. Contractor shall correct the applicable deficiencies and restore the System to a level of operation that meets or exceeds the Specifications, the Performance Criteria, the Documentation and other requirements of this Contract, within thirty (30) calendar days after DMV provides such notice, unless otherwise permitted by DMV in writing. If, after such notice and correction period, Contractor fails to remedy the deficiencies such that any Deliverable or service level fails to meet the Specifications, the Performance Criteria, the Documentation or any other requirements of this Contract, in compliance with System Reliability & Performance Criteria, then rather than providing Contractor with another opportunity to correct the identified deficiencies, DMV shall have the option of assessing liquidated damages in accordance with Exhibit F, Section C.1 or Exhibit F, Section C.2 (or both), and DMV may exercise any and all remedies that it may have in contract, at law or in equity, including Terminating this Contract under Section 29, Termination & Remedies.
15.4 then Contractor shall be in Breach of this Contract, and may terminate this Contract under Section 29, Termination & Remedies.
