Common use of Disposition of the Work Clause in Contracts

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and work-in-process and use or dispose of the same in any manner Contractor may elect. In such case, the fair market value of any Deliverable Items or work-in-process retained or disposed of by Contractor shall be set-off against Purchaser’s termination liability under this Article 21.2. Upon completion of all payments to Contractor in accordance with this Article 21.2, Purchaser may, subject to Article 7 hereof, require Contractor to transfer to Purchaser in the manner and to the extent directed by Purchaser, title to and possession of any items comprising all or any part of the work terminated (including all work-in-process, but not including Deliverable Data or any other portion of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) not used or disposed of by Contractor pursuant to the foregoing sentence. Contractor shall, upon direction of Purchaser, protect and preserve such items at Purchaser’s expense in the possession of Contractor or its subcontractors and shall facilitate access to and possession by Purchaser of items comprising all or part of the work terminated. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for actual costs of disposition reasonably incurred by Contractor for such efforts. [Use or disclosure of the data contained on this page is subject to the restriction set forth in Article 26.] FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***]. COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. EXECUTION VERSION

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and workRaw Materials, Work-in-process Process and Finished Goods and use or dispose of the same in any manner Contractor may elect, and any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. In such case, the fair market value of any Deliverable Items or workDeliverable Items, Raw Materials, Work-in-process retained Process and Finished Goods used or disposed of by Contractor shall be set-off against Purchaser’s termination liability under this Article 21.223.2.2. Upon completion of all payments to Contractor in accordance with this Article 21.223.2.2, Purchaser may, subject to Article 7 hereof, may require Contractor to transfer title and risk of loss to Purchaser in the manner and to the extent directed by Purchasersuch Deliverable Items, title to and possession of any items comprising all or any part of the work terminated (including all workRaw Materials, Work-in-process, but not including Deliverable Data Process and Finished Goods. In lieu of taking immediate [Use or any other portion disclosure of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) not used or disposed of by Contractor pursuant data contained on this page is subject to the foregoing restrictions set forth in this Contract.] possession of Deliverable Items, Raw Materials, Work-in-Process and Finished Goods as provided in the preceding sentence. Contractor shall, upon direction of Purchaser, Contractor shall protect and preserve such items Deliverable Items, Raw Materials, Work-in-Process and Finished Goods at Purchaser’s expense in the possession of Contractor or its subcontractors and shall facilitate access to and possession by Purchaser of items comprising all or part of the work terminatedto such Deliverable Items, Raw Materials, Work-in-Process and Finished Goods. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for actual costs of disposition reasonably incurred by Contractor for such efforts, and, if not previously released and extinguished, any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. [Use Purchaser shall take all action reasonably requested by Contractor to terminate any document or disclosure instrument filed of the data contained on this page is subject record (including without limitation UCC financing statements) to the restriction set forth in Article 26perfect any such Security Interest.] FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***]. COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. EXECUTION VERSION

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and workRaw Materials, Work-in-process Process and Finished Goods and use or dispose of the same in any manner Contractor may elect, and any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. In such case, the fair market value of any Deliverable Items or workDeliverable Items, Raw Materials, Work-in-process retained Process and Finished Goods used or disposed of by Contractor shall be set-off against Purchaser’s termination liability under this Article 21.223.2.2. Upon completion of all payments to Contractor in accordance with this Article 21.223.2.2, Purchaser may, subject to Article 7 hereof, may require Contractor to transfer title and risk of loss to Purchaser in the manner and to the extent directed by Purchasersuch Deliverable Items, title to and possession of any items comprising all or any part of the work terminated (including all workRaw Materials, Work-in-processProcess and Finished Goods. In lieu of taking immediate possession of Deliverable Items, but not including Deliverable Data Raw Materials, Work-in-Process and Finished [Use or any other portion disclosure of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) not used or disposed of by Contractor pursuant data contained on this page is subject to the foregoing restrictions set forth in this Contract.] Goods as provided in the preceding sentence. Contractor shall, upon direction of Purchaser, Contractor shall protect and preserve such items Deliverable Items, Raw Materials, Work-in-Process and Finished Goods at Purchaser’s expense in the possession of Contractor or its subcontractors and shall facilitate access to and possession by Purchaser of items comprising all or part of the work terminatedto such Deliverable Items, Raw Materials, Work-in-Process and Finished Goods. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for actual costs of disposition reasonably incurred by Contractor for such efforts, and, if not previously released and extinguished, any Security Interest or other right or interest that Purchaser has in such items hereunder or otherwise shall be released and extinguished and Purchaser shall take all action reasonably requested by Contractor to terminate any document or instrument filed of record (including without limitation UCC financing statements) to perfect any such Security Interest. [Use Purchaser shall take all action reasonably requested by Contractor to terminate any document or disclosure instrument filed of the data contained on this page is subject record (including without limitation UCC financing statements) to the restriction set forth in Article 26perfect any such Security Interest.] FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***]. COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. EXECUTION VERSION

Disposition of the Work. Contractor may elect immediately upon termination to take over all Deliverable Items and work-in-process and use or dispose of the same in any manner Contractor may elect. In such case, the fair market value of any Deliverable Items or work-in-process retained or disposed of by Contractor shall be set-off against Purchaser’s termination liability under this Article 21.2. Upon completion of all payments to Contractor in accordance with this Article 21.222.2, Purchaser may, subject to Article 7 hereof, require Contractor to transfer to Purchaser in the manner and to the extent directed by Purchaser, title to and possession of any items comprising all or any part of the work Work terminated (including all work-in-process, but not including Deliverable Data or any other portion of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) and not used or disposed of by Contractor pursuant to the foregoing sentencerequirements of this Article 22 subject governmental approvals, permits and licenses. Contractor shall, upon direction of Purchaser, protect and preserve such items at Purchaser’s expense in the possession of Contractor or its subcontractors Subcontractors and shall facilitate access to and possession by Purchaser of items comprising all or part of the work Work terminated. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort undertake reasonable efforts to re-use or sell such items and, in the case of Work Contractor has elected (at its sole and reasonable discretion) to re-use, remit the agreed-upon cost of such items to Purchaser, and, in the case of sold items, remit any sales proceeds to Purchaser less a deduction for actual costs Actual Costs of disposition disposition, reselling and storage reasonably incurred by Contractor for such efforts. [Use Contractor shall, if requested by Purchaser in writing, assign to Purchaser or disclosure of the data contained on this page is its designee such Subcontracts as requested by Purchaser (subject to any approvals required by the restriction set forth associated Subcontractors and receipt by Contractor of associated reasonable releases and indemnifications in Article 26.] FOIA favor of Contractor). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO CERTAIN INFORMATION IN THIS AGREEMENTA CONFIDENTIALITY REQUEST. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS OMISSIONS ARE DESIGNATED [***...***]. COPIES A COMPLETE VERSION OF THE THIS EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE HAS BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES AND EXCHANGE ACTCOMMISSION. EXECUTION VERSIONIridium / Thales Alenia Space Confidential & Proprietary