Disposition of Work. Upon payment by Purchaser to Contractor of the termination liability amounts due under Article 21.2, subject to applicable U.S. Government export laws and license conditions, Purchaser may require Contractor to transfer title and risk of loss to Purchaser to any part of the Deliverable Items terminated (including any associated Raw Materials, Work-in-Process and Finished Goods) and Contractor shall, upon direction of Purchaser, protect and preserve property at Purchaser’s expense in the possession of Contractor or its subcontractors in which Purchaser has an interest 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, and any Security Interest or other right or interest that Purchaser has in such items 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.
Disposition of Work. Title and/or the rights to all items of Work, which would have been incorporated into a Deliverable Item or otherwise conveyed to Purchaser under this Contract [*] (not including title to 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 which are in progress before the Notice of Termination for Convenience shall, upon payment in full of the Net Whole Termination Claim or the Net Partial Termination Claim, as applicable, vest in Purchaser, and Contractor shall deliver, FOB Contractor’s plant, subject to U.S. Export Regulations for which Contractor has no liability in the event of failure to obtain stated export authorizations (other than due to Contractor’s fault or negligence), all such items to Purchaser who shall remove such items from Contractor’s (or applicable subcontractor’s) facility within ninety (90) days of the Notice of Termination for Convenience. All terminated Work which is under the custody or control of Contractor or any subcontractor shall be insured by Contractor at its cost and risk, until the earlier of: (i) Purchaser’s removal of all such items of Work from Contractor’s (or applicable subcontractor’s) facility or (ii) ninety-one (91) days after the Notice of Termination for Convenience, and risk of loss shall pass to Purchaser at such time. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell all or some of the Work and to remit any sales proceeds to Purchaser less a deduction for Actual Costs reasonably incurred in such sales efforts plus a markup of [*] Within twenty (20) days after the written request of Purchaser, Contractor shall submit a good faith long term storage proposal for the storage of the Work. [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.
Disposition of Work. Upon payment by Purchaser to Contractor of the termination liability amounts due under Article 21.1.2, subject to applicable U.S. Government export laws and license conditions, Purchaser may direct Contractor to transfer to Purchaser [***] in the manner and to the extent directed by Purchaser, title to and risk of loss and possession of any items comprising the Work terminated (including all Work-in-progress, parts and materials, all inventories, and associated warranties but not including any portion of the Work to which Contractor would not otherwise have been obligated to transfer title hereunder had the Contract been completed). Contractor shall, upon direction of Purchaser, protect and preserve property at Purchaser’s expense in the possession of Contractor or its Subcontractors in which Purchaser has an interest and shall facilitate access to and possession by Purchaser of items comprising all or part of the Work terminated. [***]. [***] The remedy set forth in this Article shall be the sole remedy to which Contractor is entitled for termination of Work under this Article. In the event of a termination for convenience of the entire Contract, payment of the amount payable by Purchaser to Contractor pursuant to this Article shall constitute a total discharge of Purchaser’s liabilities to Contractor under this Contract, except for those liabilities and/or obligations that survive pursuant to Article 34.13.
Disposition of Work. At the time of payment by Aireon to Contractor of the termination liability amounts due under this Article and Exhibit E, subject to applicable U.S. Government export laws and license conditions, Aireon may direct Contractor to transfer to Aireon or any Affiliate, agent or representative of Aireon, in the manner and to the extent directed by Aireon, title to and risk of loss and possession of any items comprising the work terminated (including all work-in-process parts and materials, all inventories, licenses, and associated warranties but not including any portion of the work to which Contractor would not have otherwise been obligated to transfer title hereunder had this Agreement been completed). Contractor shall, upon direction of Aireon, protect and preserve property at Aireon’s expense in the possession of Contractor or its suppliers in which Aireon has an interest and shall facilitate access to and possession by Aireon of items comprising all or part of the work terminated. Alternatively, Aireon may request Contractor to make reasonable efforts to re-use or sell such items and, in the case of work Contractor can re-use, Contractor shall remit the mutually agreed cost of all such items to Aireon, and, in the case of sold items, remit any sales proceeds to Aireon less a deduction for Actual Costs of disposition reasonably incurred. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 38
Disposition of Work. At the time of payment by Purchaser to Contractor of the termination liability amounts due under this Article, subject to applicable government export laws and license conditions, Purchaser may direct Contractor to transfer to Purchaser or any Associate Contractor, in the manner and to the extent directed by Purchaser, title to and risk of loss and possession of any items comprising the Work terminated (including all Work-in-Process parts and materials, all inventories, licenses, and associated warranties but not including any portion of the Work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed). Contractor shall, upon direction of Purchaser, protect and preserve property at Purchaser’s expense in the possession of Contractor or its Subcontractors in which Purchaser has an interest and shall facilitate access to and possession by Purchaser of items comprising all or part of the Work terminated. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***...***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Alternatively, Purchaser may request Contractor to make 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, Contractor shall remit the mutually agreed cost of all such items to Purchaser, and, in the case of sold items, remit any sales proceeds to Purchaser less a deduction for Actual Costs of disposition, reselling and storage reasonably incurred.
Disposition of Work. Upon payment by MSV to Contractor of the termination liability amounts due under Article 21.2, MSV may:
(i) require Contractor to transfer title and risk of loss to MSV to all or any part of the Deliverable Items terminated (including any associated Work-in-Process and Finished Goods) and Contractor shall, upon direction of MSV, protect and preserve property at MSV’s expense in the possession of Contractor or its subcontractors in which MSV has an interest and shall facilitate access to and possession by MSV of items comprising all or part of the Work terminated; or
(ii) require Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to MSV less a deduction for actual costs of disposition reasonably incurred; provided that to the extent Contractor’s compliance with this Article 21.3(ii) requires governmental approvals and Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals, Contractor shall be excused from performing its obligations under this Article 21.3(ii).
Disposition of Work. At the time of payment by Purchaser to Contractor of the termination liability amounts due under this Article, subject to applicable U.S. Government export laws and license conditions, Purchaser may direct Contractor to transfer to Purchaser, in the manner and to the extent directed by Purchaser, title to and risk of loss and possession of any items comprising the Work terminated (including all Work-in-progress, parts and materials, all inventories, licenses, and associated warranties but not including any portion of the Work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed). Contractor shall, upon direction of Purchaser, protect and preserve property at Purchaser’s expense in the possession of Contractor or its Subcontractors in which Purchaser has an interest 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 Reasonable Efforts to re-use or sell such items and, in the case of Work Contractor can re-use, Contractor shall remit the mutually agreed cost of all such items to Purchaser, and, in the case of sold items, remit any sales proceeds to Purchaser less a deduction for Actual Costs of disposition reasonably incurred.
Disposition of Work. Upon payment by MSV to Contractor of the termination liability amounts due under Article 21.2, MSV may:
Disposition of Work. Upon payment by TerreStar to Contractor of the amounts due under Article 21, TerreStar may, at its election, require Contractor to transfer title and risk of loss to TerreStar to all or any part of the Deliverable Items terminated (including any associated Work-in-Process) and Contractor shall, upon direction of TerreStar, protect and preserve property at TerreStar’s expense in the possession of Contractor or its Subcontractors in which TerreStar has an interest and shall facilitate access to and possession by TerreStar of items comprising all or part of the Work terminated as and when requested by TerreStar. Alternatively, TerreStar may request Contractor to make a reasonable, good faith effort to sell such items [***].
