Common use of LAUNCH POSTPONEMENTS Clause in Contracts

LAUNCH POSTPONEMENTS. 6.1 ICO may request a postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch Schedule. ICO shall request a postponement in writing as soon as ICO knows that ICO will not be able to maintain the Launch Schedule. At the time of the request for such postponement, ICO shall propose a new Launch Schedule (“ICO Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the Launch Schedule proposed by the postponing Party. The selection of a Launch Slot or Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated in accordance with this Article 6.

Appears in 2 contracts

Samples: Launch Services Contract (ICO Global Communications (Holdings) LTD), Launch Services Contract (ICO Global Communications (Holdings) LTD)

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LAUNCH POSTPONEMENTS. 6.1 ICO 7.1 Postponements requested by Inmarsat 7.1.1 Prior to the departure of the Launch Platform from Home Port to the launch site, Inmarsat may request a postponement change to the Launch Schedule for any reason by providing written notice to Launch Provider of the any desired change of the Launch Schedulechange. ICO shall Inmarsat must request a postponement in writing change as soon as ICO knows Inmarsat has reason to believe that ICO will not be able to maintain the Launch Schedule. At the time of the request for such postponement, ICO shall propose a new Launch Schedule (“ICO Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider Inmarsat will not be able to maintain the current Launch Schedule. At the time of the request for such postponementa change, Launch Provider Inmarsat will provide ICO with propose a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”)that Inmarsat is ready and able to maintain. Within fifteen thirty (1530) days of the receipt of the written request for a Launch Schedule change, ICO Sea Launch will either inform Inmarsat that a Launch Opportunity is available as requested or will propose an alternative Launch Schedule as close as possible to the Launch Schedule requested by Inmarsat. If an alternative Launch Schedule is proposed by Sea Launch, Inmarsat will within thirty (30) days respond by either accepting the alternative Launch Schedule proposed by Sea Launch or by proposing another Launch Schedule. This process shall continue until the Parties come to agreement on the Launch Schedule. 7.1.2 If after departure of either vessel from Home Port, Inmarsat requests a postponement that results in a delay of the Launch which requires the vessels to return to Home Port, Inmarsat shall bear the actual additional costs, not to exceed $**** per such Inmarsat requested postponement which occurs after the departure of either vessel. The actual additional costs shall be reasonable, auditable and reviewed with Inmarsat prior to submission of invoice. 7.1.3 In the event, that a single postponement or cumulative postponements by Inmarsat exceed eighteen (18) months for a Launch, the exclusive right and remedy of Sea Launch shall be either renegotiation of the Contract, including price and terms, or termination in accordance with Paragraph 14.2 of Article 14, Termination. 7.2 Postponements requested by Sea Launch 7.2.1 Sea Launch may request a change to the Launch Schedule in the event that a Launch Opportunity does not exist within the current Launch Schedule. Sea Launch will provide written notice of any desired change as soon as Sea Launch knows that a Launch Opportunity will not be available. Sea Launch will propose a new Launch Schedule at the time of the request for a change. Within thirty (30) days of the receipt of the written request for a Launch Schedule change, Inmarsat will either accept the LP Proposed Revised alternative Launch Schedule proposed by Sea Launch or will propose another Launch Schedule. 7.2.2 Postponements by Sea Launch under this Article shall agree to meet not exceed a total of nine (either in person 9) months for any Launch. In the event that a single postponement or telephonicallycumulative postponements exceed nine (9) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request months for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised ScheduleLaunch, the period exclusive right and remedy of time between the first day Inmarsat shall be either renegotiation of the LP Proposed Revised Schedule Contract, including price and the first day terms, or termination in accordance with Paragraph 14.1 of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.114, Termination. 6.3 7.3 The length of each a postponement attributable to either ICO under this Article 6.1 or Launch Provider under Article 6.2 shall be is measured from the first day of the then-then current Launch Schedule to the first day of the Launch Schedule proposed by in conjunction with the postponing Partyinitial request for a change. The selection Days during which an excusable delay exists as defined in Article 8, Excusable Delays, and which affect the Launch Schedule of the postponed launch, are not included in determining the length of a Launch Slot or Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated in accordance with under this Article 6Article.

Appears in 1 contract

Samples: Launch Services Agreement (Inmarsat Launch CO LTD)

LAUNCH POSTPONEMENTS. 6.1 ICO 7.1 MSV may request a postponement to postpone the Launch Schedule for any reason by providing written notice to of postponement. 7.1.1 MSV must notify Sea Launch Provider of the desired change of the Launch Schedule. ICO shall request a postponement in writing as soon as ICO MSV knows that ICO will it cannot be able to maintain the established Launch Schedule. At the time The notification shall include a proposed Launch Schedule that MSV is ready and able to maintain. Upon submittal of the request for such postponement notification, MSV relinquishes its postponed Launch Schedule on the Sea Launch manifest, and Sea Launch may, in its discretion, schedule another customer in the Launch Schedule from which CUSTOMER has postponed. Within ten (10) Business Days of receipt of MSV’s notification of postponement, ICO shall propose a new Sea Launch Schedule (“ICO Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall will either inform ICO MSV that a Launch Opportunity is available for the in MSV’s requested ICO Proposed Revised Launch Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a will propose an alternative Launch Schedule as close to the Launch the Spacecraft Schedule requested by MSV as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedulemay be possible. If the Compromise an alternative Launch Schedule is after proposed by Sea Launch, MSV will, within ten (10) Days, respond by either accepting the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the alternative Launch Schedule proposed by Sea Launch or by proposing another Launch Schedule. This process shall continue until the postponing PartyParties come to agreement on the postponed Launch Schedule. The selection However, if the Parties are unable to come to a mutual agreement within forty (40) Days of the date of the initial written notice of postponement, Sea Launch shall make a determination based on its current manifest and in accordance with the launch manifest guidelines and provide a Launch Slot Opportunity to the nearest date proposed by MSV. 7.1.2 Once the LP has departed Home Port for the Launch Site, any MSV postponement which results in a delay of the Launch or a return of the vessel(s) to Home Port shall result in additional costs and expenses being incurred by Sea Launch Day, which shall be proposed and handled as applicablea change order in accordance with Article 18.3 of this Contract. 7.1.3 In the event that a single postponement or cumulative postponements by MSV exceed (***), for a Launch, the exclusive right and remedy of Sea Launch shall be to re-price the Launch Services for the postponed Launch using the following formula: 7.1.3.1 Pricing Formula: Should the Launch Schedule be postponed by MSV beyond the MSV (***) Postponement Period, the total Contract price shall not be considered increased by an amount equal to (***) of the total Contract price (***) for each (***), or portion of a postponement attributable (***), beginning with the (***) and ending with the (***). Thereafter, should MSV require an additional period of postponement, MSV shall submit its requested extension in writing to Sea Launch and the Parties’ respective senior executive management will enter into good faith negotiations to extend the Launch Schedule on mutually agreeable terms and conditions. Sea Launch may at its discretion exercise its exclusive right and remedy to either Party. The total amount of postponement days attributable to ICO shall be renegotiate the sum of all days of postponement attributed to ICO Contract, including without limitation price and terms, or terminate the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated Contract in accordance with this Article 614.2. 7.1.4 If Sea Launch believes it is reasonably certain that MSV will postpone the Launch beyond the MSV (***) Postponement Period (***), Sea Launch may provide MSV with written notice requesting a work-around plan and schedules verifying that the Launch Schedule will not be postponed beyond such postponement period. If (***) after Sea Launch provides such notice it is still reasonably certain that MSV will postpone the Launch beyond the applicable postponement period, then Sea Launch may terminate the Launch Service in accordance with Article 14.

Appears in 1 contract

Samples: Launch Services Agreement (Skyterra Communications Inc)

LAUNCH POSTPONEMENTS. 6.1 ICO 7.1 CUSTOMER may request a postponement change to the Launch Schedule for any reason by providing written notice of any desired change. 7.1.1 CUSTOMER must request a change to Launch Provider of the desired change of the Launch Schedule. ICO shall request a postponement Schedule in writing as soon as ICO CUSTOMER knows that ICO will not be able to maintain the Launch Schedule. At the time of the request for such postponement, ICO shall propose a new Launch Schedule (“ICO Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider CUSTOMER will not be able to maintain the current Launch Schedule. At the time of the request for such postponementa change, Launch Provider CUSTOMER will provide ICO with propose a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised that CUSTOMER is actually ready and able to maintain. Upon submittal of the request for a change to the Launch Schedule”), CUSTOMER relinquishes the postponed Launch Schedule on the CONTRACTOR manifest. Within fifteen thirty (1530) days of the receipt of the written request for a Launch Schedule change, ICO CONTRACTOR will either inform CUSTOMER that a Launch Opportunity is available as requested or will propose an alternative Launch Schedule as close as possible to the Launch Schedule requested by CUSTOMER. If an alternative Launch Schedule is proposed by CONTRACTOR, CUSTOMER will within thirty (30) days respond by either accepting the alternative Launch Schedule proposed by CONTRACTOR or by proposing another Launch Schedule. This process shall continue until the Parties come to agreement on the Launch Schedule. 7.1.2 In the event that a single postponement or cumulative postponements by CUSTOMER exceed [o] for the Launch, the exclusive right and remedy of CONTRACTOR shall be either renegotiation of the Contract, including price and terms, or termination in accordance with Article 14, Termination. 7.2 CONTRACTOR may request a change to the Launch Schedule in the event that a Launch Opportunity does not exist within the current Launch Schedule. 7.2.1 CONTRACTOR will provide written notice of any desired change to the Launch Schedule as soon as CONTRACTOR knows that a Launch Opportunity will not be available. CONTRACTOR will propose a new Launch Schedule at the time of the request for a change. Within thirty (30) days of the receipt of the written request for a Launch Schedule change, CUSTOMER will either accept the LP Proposed Revised alternative Launch Schedule proposed by CONTRACTOR or will propose another Launch Schedule. 7.2.2 Postponements by CONTRACTOR under this Article shall agree to meet (either in person not exceed a total of [o] for any Launch. In the event that a single postponement or telephonically) with Launch Provider at a -11- SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS XXXXXXX XXXXTED PROPRIETARY cumulative postponements exceed [*o] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised ScheduleLaunch, the period exclusive right and remedy of time between the first day CUSTOMER shall be either renegotiation of the LP Proposed Revised Schedule Contract, including price and the first day terms, or termination in accordance with of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.114, Termination. 6.3 7.3 The length of each a postponement attributable to either ICO under this Article 6.1 or Launch Provider under Article 6.2 shall be is measured from the first day of the then-then current Launch Schedule existing at the time of the request for the postponement to the first day of the proposed Launch Schedule. Days during which an excusable delay exists as defined in Article 8, Excusable Delays, and which affect the Launch Schedule proposed by of the postponing Party. The selection postponed launch, are not included in determining the length of a Launch Slot or Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated in accordance with under this Article 6Article.

Appears in 1 contract

Samples: Contract for Launch Services (Asia Satellite Telecommunications Holdings LTD)

LAUNCH POSTPONEMENTS. 6.1 ICO may request a 11.1 Each postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch SchedulePeriod, the Launch Slot, the Launch Day or the Launch Time, for whatever reason, shall, for each particular Launch under this Agreement, be governed solely by the terms and conditions provided in this Article 11. ICO The Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to postponements that are not stated in this Article 11 or elsewhere in this Agreement. 11.2 Postponements requested by CUSTOMER 11.2.1 CUSTOMER shall request a have the right for any reason whatsoever to postpone the Launch Period and, once determined, the Launch Slot or the Launch Day. The CUSTOMER’s written notice for postponement in writing shall indicate the new requested (i) Launch Period, or (ii) Launch Slot, or (ii) Launch Day, as soon the case may be. For the avoidance of any doubt, CUSTOMER’s existing Launch Period, Launch Slot or Launch Day (as ICO knows that ICO will applicable) shall not be able relinquished until CUSTOMER has agreed to maintain the new Launch Period, Launch Slot or Launch Day (as applicable) pursuant to the provisions of this Paragraph 11.2. 11.2.1.1 If the CUSTOMER’s written request relates to a Launch Period or a Launch Slot postponement, within TWO (2) weeks of receipt of such request, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists within the Launch Schedule. At Period, or within the time of the request for such postponementLaunch Slot requested, ICO shall or will propose a new Launch Schedule Period or Launch Slot. CUSTOMER shall have THIRTY (“ICO Proposed Revised Schedule”). Within fifteen (1530) days following receipt of ARIANESPACE’s proposal to consent thereto in writing. 11.2.1.2 If the CUSTOMER’s written request relates to a Launch Day postponement, the choice of a new Launch Day shall be made by mutual agreement of the receipt Parties, taking into account the technical needs and interests of CUSTOMER and any Third Party Customer(s) of ARIANESPACE, the time necessary for the revalidation of the written request launch assembly complex consisting of the ARIANE Launch Vehicle, the Launch Base (ELA), and the payload preparation assembly (EPCU), and meteorological forecasts. 11.2.1.3 Any postponements by CUSTOMER of the Launch Time within the Launch Window may only be requested during the countdown period. In the event that CUSTOMER has requested such postponement and technical reasons, including, without limitation, those relating to any Third Party Customer(s) of ARIANESPACE, or meteorological reasons prevent ARIANESPACE from performing the Launch in the Launch Window opening during the Launch Day, the postponement shall be considered to be a postponement of the Launch Day. 11.2.1.4 In the event that the aggregate duration of all postponements requested by CUSTOMER for the Launch exceeds [***] ([***]) months, the Launch Services price shall be renegotiated by the Parties on a fair and reasonable basis, taking into consideration current market conditions. The Parties acknowledge and agree that for a Launch Schedule changetaking place within the next [***] ([***]) month period, any increase in the Launch Provider Services price shall either inform ICO that not exceed [***]% of the Firm Fixed Price. 11.3 Launch postponement requested by ARIANESPACE 11.3.1 ARIANESPACE shall have the right to postpone a Launch Opportunity is available Launch, for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days following reasons: 11.3.1.1 Postponement of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to Period and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to Slot and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the Launch Schedule proposed Day within the Launch Slot and/or Launch Time within the Launch Window. a) ARIANESPACE or its Associates encounter adverse technical problems that prevent the Launch from taking place under satisfactory conditions of safety or reliability. b) ARIANESPACE cannot perform the Launch as a Double Launch. c) In the event that the Launch does not occur on or prior to [***], and ARIANESPACE is requested to perform replacement launch(es), or to launch scientific satellite(s) whose mission(s) may be degraded in the event of postponement, where such launch(es) occur after [***]. d) ARIANESPACE postpones the launch(es) due to postponement(s) by ARIANESPACE of satellite(s) having an earlier Launch Period or Launch Slot than CUSTOMER’s Satellite(s). 11.3.2 In the postponing Partycase of a postponement pursuant to Sub paragraphs 11.3.1.1(a), (c) and/or (d), the Parties shall determine by mutual agreement a new Launch Period and/or a new Launch Slot as near as possible to the postponed one in accordance with and maintaining the launch rank of Customer’s Satellite; The Launch Day and the Launch Window within the new Launch Slot shall be determined by ARIANESPACE according to the technical constraints of ARIANESPACE, CUSTOMER and the Third Party Customer(s) of ARIANESPACE, and their respective interests. 11.3.3 In the case of a postponement pursuant to Sub paragraph 11.3.1.1(b), the Parties shall determine by mutual agreement a new Launch Period and/or a new Launch Slot as near as possible to the postponed one. The selection of a Launch Day and the Launch Window within the new Launch Slot or shall be determined by ARIANESPACE according to the technical constraints of ARIANESPACE, CUSTOMER and the Third Party Customer(s) of ARIANESPACE, and their respective interests. 11.3.4 Any postponement by ARIANESPACE of the Launch Period, Launch Slot, Launch Day, as applicableLaunch Window, for a postponed or Launch Schedule Time due to CUSTOMER’s non-fulfillment of its obligations under this Agreement making the Launch impossible within the Launch Period, Launch Slot, or during Launch Window of the Launch Day, or at the Launch Time shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated requested by CUSTOMER in accordance with Paragraph 11.2 above as of the date of ARIANESPACE’s decision to postpone the Launch. 11.4 Any Launch postponement requested by ARIANESPACE pursuant to Paragraph 11.3 of this Article 611 shall only occur as a last resort and following the reasonable commercial efforts of ARIANESPACE to avoid and mitigate such postponement as may be necessary for the reasons set forth in Sub-paragraph 11.3.1.1 of this Article 11. 11.5 Except as provided in Paragraphs 10.1.1 and 10.1.2, any Launch postponement provided for in this Article 11 shall not modify the progress payment schedule set forth in Paragraph 10.1.

Appears in 1 contract

Samples: Launch Services Agreement (Hughes Network Systems, LLC)

LAUNCH POSTPONEMENTS. 6.1 ICO may request a 11.1 Each postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch SchedulePeriod, the Launch Slot, the Launch Day or the Launch Time, for whatever reason, shall, for each particular Firm and/or Optional Launch under this Agreement, be governed solely by the terms and conditions provided in this Article 11. ICO The Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to postponements that are not stated in this Article 11 or elsewhere in this Agreement, including but not limited to any right to seek consequential, special, incidental or punitive damages. 11.2 Postponements requested by CUSTOMER 11.2.1 CUSTOMER shall request have the right for any reason whatsoever, at any time, to postpone the Launch Period and, once determined, the Launch Slot or the Launch Day. The CUSTOMER’s written notice for postponement shall indicate the new requested (i) Launch Period, or (ii) Launch Slot, or (ii) Launch Day, as the case may be. CUSTOMER shall not be liable for postponement fees or liquidated damages should CUSTOMER decide to postpone either a Launch Period, a Launch Slot or a Launch Day. Notwithstanding the above, and with the exception of Force Majeure events, it is agreed by the Parties that in the event CUSTOMER requests a postponement in writing as soon as ICO knows that ICO will not be able excess of SIXTY (60) consecutive days to maintain the then applicable Launch Schedule. At Day for a particular Launch and such postponement request is made: (i) after the time start of the request for such postponementrelated Launch Campaign, ICO shall propose a new Launch Schedule or (“ICO Proposed Revised Schedule”). Within fifteen ii) within an intermediate period not exceeding FIFTEEN (15) days separating the last day of said Launch Campaign and the scheduled first day of the receipt of the written request for a subsequent back-to-back Launch Schedule changeCampaign, Launch Provider then, CUSTOMER shall either inform ICO that a Launch Opportunity is available indemnify ARIANESPACE for the requested ICO Proposed Revised Schedule or shall agree direct additional costs (to meet (either in person or telephonicallythe exclusion of incidental and consequential damages, including but not limited to loss of revenue and loss of business) sustained by the ARIANESPACE and its contractors resulting from said Launch Day postponement with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of respect to said Launch Provider’s receipt of ICO’s written request for a meetingCampaign and the subsequent back-to-back Launch Campaign. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the The period of time between the last day of said Launch Campaign and the scheduled first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule subsequent back-to-back Launch Campaign shall not exceed FIFTEEN (15) days. The indemnification by CUSTOMER of such direct additional costs in compliance with the terms and conditions above shall be deemed capped at [*] in total covering said Launch Campaign and its subsequent back-to-back Launch Campaign. The Parties hereby agree to control and limit as much as possible those additional costs. 11.2.1.1 If the CUSTOMER’s written request relates to a postponement by ICO pursuant to this Article 6.1 Launch Period or a Launch Slot postponement, within ONE (1) week of receipt of such request, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists within the Launch Period, or within the Launch Slot requested, or will propose a new Launch Period or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider Slot. CUSTOMER shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen have FIFTEEN (15) days following receipt of ARIANESPACE’s proposal to consent thereto in writing. In the event ARIANESPACE’s counterproposal is not acceptable to CUSTOMER, the Parties shall mutually agree within the TWO (2) following weeks to an alternative Launch Opportunity as near as possible to CUSTOMER’s request. 11.2.1.2 If the CUSTOMER’s written request relates to a Launch Day postponement, the choice of a new Launch Day shall be made by mutual agreement of the receipt Parties, taking into account the technical needs and interests of CUSTOMER and of ARIANESPACE, the time necessary for the revalidation of the written request for launch assembly complex consisting of the SOYUZ Launch Vehicle, the Launch Site, and the payload preparation assembly (EPCU), and meteorological forecasts. 11.2.1.3 Notwithstanding the terms of 11.2.1 CUSTOMER can stop the final countdown sequence until Launch Time – 20 seconds. In the event that CUSTOMER has requested such postponement and technical reasons, including, without limitation, meteorological reasons preventing ARIANESPACE from performing the considered Launch on the Launch Day, the postponement shall be considered to be a postponement of the Launch Schedule changeDay. In the event that any Firm Launch is postponed by CUSTOMER beyond 31 December 2011, ICO will either accept the LP Proposed Revised Schedule or related Launch Associated Payment and Associated Services prices related to services yet to be performed shall agree to meet (either in person or telephonically) with Launch Provider at a be escalated by [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS per quarter from 01 January 2011 and pro rata to the revised Launch Day. 11.2.1.4 In the event that the aggregate duration of postponements requested by CUSTOMER for any Optional Launch exceeds TWELVE (HOLDINGS12) LIMITED mutually agreeable timemonths, provided that such meeting the related Launch Associated Payment and Associated Services prices for services yet to be performed shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, be escalated by [*] a Compromise Scheduleper quarter, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured starting from the first day of the Launch Period established in accordance with Sub-paragraph 6.2.2(i) of Article 6 under this Agreement and pro rata to the revised Launch Day. 11.3 Launch postponement requested by ARIANESPACE ARIANESPACE shall not be liable for postponement fees or liquidated damages should ARIANESPACE decide to postpone either a Launch Period, a Launch Slot or a Launch Day. Notwithstanding the above, and with the exception of Force Majeure events, it is agreed by the Parties that in the event ARIANESPACE requests a postponement in excess of SIXTY (60) consecutive days to the then applicable Launch Day for a particular Launch and such postponement request is made: (i) after the start of the related Launch Campaign, or (ii) within an intermediate period not exceeding FIFTEEN (15) days separating the last day of said Launch Campaign and the scheduled first day of the subsequent back-to-back Launch Campaign, then, ARIANESPACE shall indemnify CUSTOMER for the direct additional costs (to the exclusion of incidental and consequential damages, including but not limited to loss of revenue and loss of business) sustained by the CUSTOMER and its contractors resulting from said Launch Day postponement with respect to said Launch Campaign and the subsequent back-current to-back Launch Schedule Campaign. The period of time between the last day of said Launch Campaign and the scheduled first day of the subsequent back-to-back Launch Campaign shall not exceed FIFTEEN (15) days. The indemnification by ARIANESPACE of such direct additional costs in compliance with the terms and conditions above shall be capped at [*] in total covering said Launch Campaign and its subsequent back-to-back Launch Campaign. The Parties hereby agree to control and limit as much as possible those additional costs. 11.3.1 ARIANESPACE shall have the right to postpone the Launch Period and when determined, the Launch Slot or the Launch Day for the following reasons: a) ARIANESPACE or its Associates encounter technical problems that prevent the Launch and/or the Launch Mission from taking place under satisfactory conditions of safety or reliability. b) ARIANESPACE is requested to perform a replacement launch or to launch scientific satellite(s) whose missions may be degraded in the event of postponement. c) ARIANESPACE postpones another contracted launch having an earlier Launch Period or Launch Slot than CUSTOMER’s Satellite(s). 11.3.2 The Parties shall determine by mutual agreement a new Launch Period and/or a new Launch Slot as near as possible to the postponed one in accordance with the following criteria: • Launch Opportunities; • launch rank of Customer’s Firm Launch or Optional Launch; The Launch Day and the Launch Time within the new Launch Slot shall be determined by ARIANESPACE according to the technical constraints of ARIANESPACE and CUSTOMER and their respective interests. 11.3.3 Any postponement by ARIANESPACE of the Launch Period, Launch Slot or Launch Day due to CUSTOMER’s non-fulfillment of its obligations under this Agreement shall be considered to be requested by CUSTOMER in accordance with Paragraph 11.2 above as of the date of ARIANESPACE’s decision to postpone the launch. 11.4 Any postponement provided for in this Article 11 shall not modify the payment schedule set forth in Paragraph 10.1 of Article 10 of this Agreement. Notwithstanding the above, in the event of any postponement requested by ARIANESPACE to the first day of the Launch Schedule proposed by the postponing Party. The selection of a Period or Launch Slot or to the Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated defined in accordance with sub-paragraph 6.2.1(A)(i), 6.2.1(B)(i), 6.3, 6.4 and 6.5 of Article 6 of this Agreement in excess of ONE HUNDRED FIFTY (150) days in respect to the Launch Period, NINETY (90) days in respect to the Launch Slot or SIXTY (60) days in respect to the Launch Day, and excluding postponements resulting from the occurrence of Force Majeure, the Parties shall meet in good faith to adjust accordingly the L* applicable to the payment plan set forth in Article 610.1.

Appears in 1 contract

Samples: Launch Services Agreement (Globalstar, Inc.)

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LAUNCH POSTPONEMENTS. 6.1 ICO may request a 11.1 Each postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch SchedulePeriod, the Launch Slot, the Launch Day or the Launch Time, for whatever reason, shall, for each particular Launch under this Agreement, be governed solely by the terms and conditions provided in this Article 11. ICO The Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to postponements that are not stated in this Article 11 or elsewhere in this Agreement. 11.2 Postponements requested by CUSTOMER 11.2.1 CUSTOMER shall request a have the right for any reason whatsoever to postpone the Launch Period and, once determined, the Launch Slot or the Launch Day. The CUSTOMER’s written notice for postponement in writing shall indicate the new requested (i) Launch Period, or (ii) Launch Slot, or (ii) Launch Day, as soon the case may be. For the avoidance of any doubt, CUSTOMER’s existing Launch Period, Launch Slot or Launch Day (as ICO knows that ICO will applicable) shall not be able relinquished until CUSTOMER has agreed to maintain the new Launch Period, Launch Slot or Launch Day (as applicable) pursuant to the provisions of this Paragraph 11.2. 11.2.1.1 If the CUSTOMER’s written request relates to a Launch Period or a Launch Slot postponement, within TWO (2) weeks of receipt of such request, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists within the Launch Schedule. At Period, or within the time of the request for such postponementLaunch Slot requested, ICO shall or will propose a new Launch Schedule Period or Launch Slot, taking into account CUSTOMER’s requests, within the next available Launch Opportunity. CUSTOMER shall have THIRTY (“ICO Proposed Revised Schedule”). Within fifteen (1530) days of the following receipt of ARIANESPACE’s proposal to consent thereto in writing. 11.2.1.2 If the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICOCUSTOMER’s written request for a meeting. Prior relates to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Day postponement, the choice of a new Launch Day shall be made by mutual agreement of the Spacecraft as soon as possible after it becomes a Parties, taking into account the technical needs and interests of CUSTOMER and any Third Party Customer(s) of ARIANESPACE, the time necessary for the revalidation of the launch assembly complex consisting of the ARIANE Launch Ready Spacecraft. At such meeting or as soon as practicable thereafterVehicle, [*] for which there is a the Launch Opportunity Base (“Compromise Schedule”ELA), and the payload preparation assembly (EPCU), and meteorological forecasts. 11.2.1.3 Any postponements by CUSTOMER of the Launch Time within the Launch Window may only be requested during the countdown period. In the event that CUSTOMER has requested such postponement and technical reasons, including, without limitation, those relating to any Third Party Customer(s) of ARIANESPACE, or meteorological reasons prevent ARIANESPACE from performing the Launch in the Launch Window opening during the Launch Day, the postponement shall be considered to be a postponement of the Launch Day. 11.2.1.4 In the event that the aggregate duration of all postponements requested by CUSTOMER for a particular Launch under this Agreement, result in CUSTOMER delaying such Launch by more than [***] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedulemonths, the period of time between related Launch Services price shall be renegotiated in good faith by the first day of the ICO Proposed Revised Schedule Parties on a fair and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2reasonable basis. 6.2 Launch Provider shall request 11.2.2 If CUSTOMER requests a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the Launch Schedule proposed by the postponing Party. The selection of a Period, Launch Slot or Launch Day, as applicableand ARIANESPACE, for in its reasonable judgment, determines that a postponed Launch Schedule Opportunity is not available in the time requested by CUSTOMER, and the Launch is subsequently scheduled to occur in a later Launch Period, Launch Slot or Launch Day than that requested by CUSTOMER, then the total number of calendar days of postponement originally requested by CUSTOMER shall be attributed to CUSTOMER. Any delay in the Launch schedule resulting from the determination by ARIANESPACE of the availability of a Launch Opportunity in excess of the postponement requested by CUSTOMER shall not be considered a deemed to be attributed to CUSTOMER or ARIANESPACE. 11.3 Launch postponement attributable requested by ARIANESPACE Except as provided for in Section b) of Sub-paragraph 11.3.1.2 below, ARIANESPACE shall not be entitled to either Partypostpone the Launch for reasons related to an Auxiliary Payload. The total amount of postponement days attributable In the event that, ARIANESPACE, in its reasonable judgment, believes that an Auxiliary Payload (i) is not compatible with the Satellite and the Launch and Satellite Missions, or (ii) is not ready in time to ICO support the Launch, then ARIANESPACE shall be entitled to replace the sum Auxiliary Payload with a Dummy Payload. 11.3.1 ARIANESPACE shall have the right to postpone a Launch, for the following reasons: 11.3.1.1 Postponement of all days Launch Period and of postponement attributed Launch Slot. a) ARIANESPACE or its Associates encounter adverse technical problems that prevent the Launch from taking place under satisfactory conditions of safety or reliability. b) ARIANESPACE cannot perform the Launch as a Double Launch for any reason whatsoever. [***] c) ARIANESPACE is requested to ICO perform replacement launch(es), or to launch scientific satellite(s) whose mission(s) may be degraded in the event of postponement. d) ARIANESPACE postpones the Launch due to postponement(s) by ARIANESPACE of satellite(s) having an earlier Launch Period or Launch Slot than CUSTOMER’s Satellite, for reasons similar to the reasons set forth under this Sub-paragraph 11.3.1.1 a), b) and c). 11.3.1.2 Postponement of Launch Day within the total amount of postponement days attributable Launch Provider shall be Slot and/or Launch Time within the sum of all days of postponement attributed Launch Window. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to Launch Provider, and calculated in accordance with this Article 6the omitted portions.

Appears in 1 contract

Samples: Launch Services Agreement (Viasat Inc)

LAUNCH POSTPONEMENTS. 6.1 ICO 7.1 Postponements requested by Inmarsat 7.1.1 Prior to the departure of the Launch Platform from Home Port to the launch site, Inmarsat may request a postponement change to the Launch Schedule for any reason by providing written notice to Launch Provider of the any desired change of the Launch Schedulechange. ICO shall Inmarsat must request a postponement in writing change as soon as ICO knows Inmarsat has reason to believe that ICO will not be able to maintain the Launch Schedule. At the time of the request for such postponement, ICO shall propose a new Launch Schedule (“ICO Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider Inmarsat will not be able to maintain the current Launch Schedule. At the time of the request for such postponementa change, Launch Provider Inmarsat will provide ICO with propose a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”)that Inmarsat is ready and able to maintain. Within fifteen thirty (1530) days of the receipt of the written request for a Launch Schedule change, ICO Sea Launch will either inform Inmarsat that a Launch Opportunity is available as requested or will propose an alternative Launch Schedule as close as possible to the Launch Schedule requested by Inmarsat. If an alternative Launch Schedule is proposed by Sea Launch, Inmarsat will within thirty (30) days respond by either accepting the alternative Launch Schedule proposed by Sea Launch or by proposing another Launch Schedule. This process shall continue until the Parties come to agreement on the Launch Schedule. 7.1.2 If after departure of either vessel from Home Port, Inmarsat requests a postponement that results in a delay of the Launch which requires the vessels to return to Home Port, Inmarsat shall bear the actual additional costs, not to exceed **** per such Inmarsat requested postponement which occurs after the departure of either vessel. The actual additional costs shall be reasonable, auditable and reviewed with Inmarsat prior to submission of invoice. 7.1.3 In the event, that a single postponement or cumulative postponements by Inmarsat exceed eighteen (18) months for a Launch, the exclusive right and remedy of Sea Launch shall be either renegotiation of the Contract, including price and terms, or termination in accordance with Paragraph 14.2 of Article 14, Termination. 7.2 Postponements requested by Sea Launch 7.2.1 Sea Launch may request a change to the Launch Schedule in the event that a Launch Opportunity does not exist within the current Launch Schedule. Sea Launch will provide written notice of any desired change as soon as Sea Launch knows that a Launch Opportunity will not be available. Sea Launch will propose a new Launch Schedule at the time of the request for a change. Within thirty (30) days of the receipt of the written request for a Launch Schedule change, Inmarsat will either accept the LP Proposed Revised alternative Launch Schedule proposed by Sea Launch or will propose another Launch Schedule. 7.2.2 Postponements by Sea Launch under this Article shall agree to meet not exceed a total of nine (either in person 9) months for any Launch. In the event that a single postponement or telephonicallycumulative postponements exceed nine (9) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request months for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised ScheduleLaunch, the period exclusive right and remedy of time between the first day Inmarsat shall be either renegotiation of the LP Proposed Revised Schedule Contract, including price and the first day terms, or termination in accordance with Paragraph 14.1 of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.114, Termination. 6.3 7.3 The length of each a postponement attributable to either ICO under this Article 6.1 or Launch Provider under Article 6.2 shall be is measured from the first day of the then-then current Launch Schedule to the first day of the Launch Schedule proposed by in conjunction with the postponing Partyinitial request for a change. The selection Days during which an excusable delay exists as defined in Article 8, Excusable Delays, and which affect the Launch Schedule of the postponed launch, are not included in determining the length of a Launch Slot or Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated in accordance with under this Article 6Article.

Appears in 1 contract

Samples: Launch Services Agreement (Inmarsat Launch CO LTD)

LAUNCH POSTPONEMENTS. 6.1 ICO may request a 11.1 Each postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch SchedulePeriod, the Launch Slot, the Launch Day or the Launch Time, for whatever reason, shall, for each particular Launch under this Agreement, be governed solely by the terms and conditions provided in this Article 11. ICO The Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to postponements that are not stated in this Article 11 or elsewhere in this Agreement. 11.2 Postponements requested by CUSTOMER 11.2.1 CUSTOMER shall request a have the right for any reason whatsoever to postpone the Launch Period and, once determined, the Launch Slot or the Launch Day. The CUSTOMER's written notice for postponement in writing shall indicate the new requested (i) Launch Period, or (ii) Launch Slot, or (ii) Launch Day, as soon the case may be. For the avoidance of any doubt, CUSTOMER’s existing Launch Period, Launch Slot or Launch Day (as ICO knows that ICO will applicable) shall not be able relinquished until CUSTOMER has agreed to maintain the new Launch Period, Launch Slot or Launch Day (as applicable) pursuant to the provisions of this Paragraph 11.2. 11.2.1.1 If the CUSTOMER's written request relates to a Launch Period or a Launch Slot postponement, within TWO (2) weeks of receipt of such request, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists within the Launch Schedule. At Period, or within the time of the request for such postponementLaunch Slot requested, ICO shall or will propose a new Launch Schedule Period or Launch Slot. CUSTOMER shall have THIRTY (“ICO Proposed Revised Schedule”). Within fifteen (1530) days following receipt of ARIANESPACE's proposal to consent thereto in writing. 11.2.1.2 If the CUSTOMER's written request relates to a Launch Day postponement, the choice of a new Launch Day shall be made by mutual agreement of the receipt Parties, taking into account the technical needs and interests of CUSTOMER and any Third Party Customer(s) of ARIANESPACE, the time necessary for the revalidation of the written request launch assembly complex consisting of the ARIANE Launch Vehicle, the Launch Base (ELA), and the payload preparation assembly (EPCU), and meteorological forecasts. 11.2.1.3 Any postponements by CUSTOMER of the Launch Time within the Launch Window may only be requested during the countdown period. In the event that CUSTOMER has requested such postponement and technical reasons, including, without limitation, those relating to any Third Party Customer(s) of ARIANESPACE, or meteorological reasons prevent ARIANESPACE from performing the Launch in the Launch Window opening during the Launch Day, the postponement shall be considered to be a postponement of the Launch Day. 11.2.1.4 In the event that the aggregate duration of all postponements requested by CUSTOMER for the Launch exceeds [***] ([***]) months, the Launch Services price shall be renegotiated by the Parties on a fair and reasonable basis, taking into consideration current market conditions. The Parties acknowledge and agree that for a Launch Schedule changetaking place within the next [***] ([***]) month period, any increase in the Launch Provider Services price shall either inform ICO that not exceed [***]% of the Firm Fixed Price. 11.3 Launch postponement requested by ARIANESPACE 11.3.1 ARIANESPACE shall have the right to postpone a Launch Opportunity is available Launch, for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days following reasons: 11.3.1.1 Postponement of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to Period and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“Compromise Schedule”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2. 6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“LP Proposed Revised Schedule”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to Slot and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1. 6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the Launch Schedule proposed Day within the Launch Slot and/or Launch Time within the Launch Window. a) ARIANESPACE or its Associates encounter adverse technical problems that prevent the Launch from taking place under satisfactory conditions of safety or reliability. b) ARIANESPACE cannot perform the Launch as a Double Launch. c) In the event that the Launch does not occur on or prior to [***], and ARIANESPACE is requested to perform replacement launch(es), or to launch scientific satellite(s) whose mission(s) may be degraded in the event of postponement, where such launch(es) occur after [***]. d) ARIANESPACE postpones the launch(es) due to postponement(s) by ARIANESPACE of satellite(s) having an earlier Launch Period or Launch Slot than CUSTOMER's Satellite(s). 11.3.2 In the postponing Partycase of a postponement pursuant to Sub paragraphs 11.3.1.1(a), (c) and/or (d), the Parties shall determine by mutual agreement a new Launch Period and/or a new Launch Slot as near as possible to the postponed one in accordance with and maintaining the launch rank of Customer's Satellite; The Launch Day and the Launch Window within the new Launch Slot shall be determined by ARIANESPACE according to the technical constraints of ARIANESPACE, CUSTOMER and the Third Party Customer(s) of ARIANESPACE, and their respective interests. 11.3.3 In the case of a postponement pursuant to Sub paragraph 11.3.1.1(b), the Parties shall determine by mutual agreement a new Launch Period and/or a new Launch Slot as near as possible to the postponed one. The selection of a Launch Day and the Launch Window within the new Launch Slot or shall be determined by ARIANESPACE according to the technical constraints of ARIANESPACE, CUSTOMER and the Third Party Customer(s) of ARIANESPACE, and their respective interests. 11.3.4 Any postponement by ARIANESPACE of the Launch Period, Launch Slot, Launch Day, as applicableLaunch Window, for a postponed or Launch Schedule Time due to CUSTOMER's non-fulfillment of its obligations under this Agreement making the Launch impossible within the Launch Period, Launch Slot, or during Launch Window of the Launch Day, or at the Launch Time shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated requested by CUSTOMER in accordance with Paragraph 11.2 above as of the date of ARIANESPACE's decision to postpone the Launch. 11.4 Any Launch postponement requested by ARIANESPACE pursuant to Paragraph 11.3 of this Article 611 shall only occur as a last resort and following the reasonable commercial efforts of ARIANESPACE to avoid and mitigate such postponement as may be necessary for the reasons set forth in Sub-paragraph 11.3.1.1 of this Article 11. 11.5 Except as provided in Paragraphs 10.1.1 and 10.1.2, any Launch postponement provided for in this Article 11 shall not modify the progress payment schedule set forth in Paragraph 10.1.

Appears in 1 contract

Samples: Launch Services Agreement (Hughes Communications, Inc.)

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