SYSTEM WARRANTIES Clause Samples

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 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. 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. 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 a) Contractor represents and warrants that the System shall conform to the terms and conditions of this Agreement and the technical Specifications in Exhibit 7, 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. With respect to any Goods that the Department begins to use substantially and beneficially for its intended purpose prior to the Acceptance Date of the System, the Warranty Period for those Goods will commence upon such use by the Department and will not run conterminously with the Warranty Period for the System. 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, excluding the Goods, if any, whose warranty has expired. c) The Warranty Period for the System may be extended in accordance with the terms and conditions of Section 9.b) of this Agreement. d) 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, the DAS 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 Agreement. e) 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 Agreement, DAS may, by written notice to Contractor, terminate 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 ▇▇▇ 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 ▇▇▇ 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 ▇▇▇ 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 ▇▇▇ for any maintenance costs that ▇▇▇ 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. (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. *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the SEC. (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.