Common use of Acceptance Testing and Acceptance Clause in Contracts

Acceptance Testing and Acceptance. 9.1 Attached as Attachment J to the Acquisition Agreement are descriptions of acceptance testing ("Acceptance Tests") to be conducted, and deliverables related thereto (e.g. test results, inventory reports, Acceptance Certificates), regarding Installation of the Initial Configuration Equipment and Software (and, as applicable, regarding Installation of Equipment and Software added to the Initial Configuaration) to demonstrate that the Equipment and Software installed by SELLER will operate materially in accordance with the Specifications. Such Acceptance Tests shall include separate procedures for testing (i) Cell Site Configuration Installation and integration, (ii) MSC Configuration Installation and integration, and (iii) System radio frequency coverage and handoff parameters. ******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) SELLER shall notify PURCHASER as soon as it knows, but at least ten (10) days before, the date on which Acceptance Tests shall be conducted, provided that the Acceptance Tests shall be conducted on dates and times reasonably acceptable to PURCHASER. At the first practicable date thereafter, SELLER and PURCHASER shall each sign off on any pretest forms provided as part of the particular Acceptance Test being conducted. If PURCHASER or its nominee does not attend the Acceptance Tests, SELLER shall proceed with the tests and immediately forward the test results to PURCHASER. (b) If the Equipment, Software or the System, as a whole, comprising the Initial Configuration does not fulfill the requirements of the Acceptance Tests, SELLER shall, at its expense, correct the defects as soon as practicable, but in no event later than thirty days following SELLER's receipt of a written notice from PURCHASER specifying the defects. The Acceptance Tests (or so much of them as necessary) shall be recommenced immediately after such correction in accordance with this Section 9. (c) Upon the successful completion of any Acceptance Tests conducted by SELLER, SELLER shall submit to PURCHASER an Acceptance Certificate certifying (i) successful completion of the Acceptance Tests, (ii) the Equipment and Software, to that stage completed, have been installed in accordance with the requirements of this Addendum, subject to resolution of punch list items, and the RF services described in document W980025 dated January 30, 1998 in Attachment A to the Acquisition Agreement, and (iii) that the applicable Triton Market is ready to be placed In Revenue Service. PURCHASE shall acknowledge same by signing the Acceptance Certificate prior to the System (or System segment) being placed In Revenue Service. At such time, punch list items will be identified and the Equipment, Software or Installation covered by such certificate shall be deemed "Accepted" (i.e., "Acceptance" shall have occurred). Items may be added to the punch list by PURCHASER up to fifteen (15) days after Acceptance. Defects in components arising after Acceptance that are covered by paragraph 13.1(c) of the Acquisition Agreement shall not be considered punch list items. Upon resolution of punch list items by SELLER, SELLER shall submit to PURCHASER, and PURCHASER shall sign, a certificate verifying that no further punch list items remain unresolved. PURCHASER may conduct a trial test of the system prior to the Acceptance Tests, provided that no revenue is collected during the test period. In the event of any dispute as to the results of any Acceptance Tests, such dispute shall be resolved by a Third Party Engineer selected pursuant to paragraph 23.1 of the Acquisition Agreement.