REPLACEMENT SATELLITE. Prior to the purchase or construction of the Replacement Satellite, the Company shall provide to the Trustee a written opinion from an independent party qualified in making such determination that the purchase price or construction cost, as the case may be, of the Replacement Satellite is consistent with then prevailing market prices for comparable satellites.
REPLACEMENT SATELLITE. Rating...................................................
REPLACEMENT SATELLITE. Contractor hereby grants to Purchaser an option to purchase one (1) replacement satellite identical to the SATMEX 8 Satellite (the “Replacement Satellite”). The price for such Replacement Satellite shall be [***] of which [***] constitutes the maximum [***] Contractor may earn with respect to the Replacement Satellite. Delivery of the Replacement Satellite shall be no later than the later to occur of: (i) [***] months after execution of the second contract or Contract amendment identified below and (ii) [***] months after Delivery of the SATMEX 8 Satellite). Commencing upon the date of execution of such second contract or Contract amendment, Contractor shall immediately proceed with all work necessary to manufacture such Replacement Satellite. The option shall remain valid until one (1) year after the Launch of the Satellite (the “Replacement Satellite Exercise Period”), provided that Purchaser may require Contractor to extend the validity of the option and/or change the design and/or specifications of the Replacement Satellite under a change order pursuant to Article 15. If Purchaser wishes to exercise such option, it may do so by providing notice to Contractor at any time prior to the expiration of the Replacement Satellite Exercise Period. In such event, the Parties shall document Purchaser’s agreement to purchase the Replacement Satellite and Contractor’s agreement to manufacture and deliver such satellite by entering into either, at Purchaser’s option, an amendment to this Contract or a second contract that has terms and conditions identical in all relevant material respects to this Contract except for such differences as are reasonably necessary or appropriate to indicate that the second contract applies to the Replacement Satellite. Only upon execution of such second contract or Contract amendment shall Purchaser be financially obligated to Contractor with respect to the Replacement Satellite and shall Contractor be obligated to perform with respect thereto.
REPLACEMENT SATELLITE. Purchaser shall have an option (the "Satellite Replacement Option"), which Purchaser may exercise in writing at any time ("Satellite Replacement Option Exercise") during the period from EDC until the later of (a) EDC plus [***] months and (b) provided that the Satellite has not been placed in Ground Storage for reasons other that attributable to Contractor, [***] after Launch of the Satellite (or Total Loss of the Satellite in connection with a failed Launch), to order a replacement satellite for the Satellite, including Satellite Unique Ground Products and updates to Deliverable Data, as required (the "Replacement Satellite"). Upon Satellite Replacement Option Exercise, Contractor shall construct and Deliver the Replacement Satellite, and shall perform all Launch Support Services, Mission Support Services and other services (not including training) in accordance with the terms and conditions of this Contract, except as expressly modified by this Article 24. Contractor shall Deliver the Replacement Satellite on or before [***] months from Satellite Replacement Option Exercise.
REPLACEMENT SATELLITE. 19.1 The Contractor agrees to provide an additional satellite ("Replacement Satellite") delivered in-orbit no later than twenty-one and one quarter (21.25) months after receipt of an order from ORION (but in no case earlier than thirty-four and one quarter (34.25) months after NPD). Orion may place such order at any time during the performance of the ORION 2 Contract but in no event earlier than seven (7) months after receipt by the Contractor of the applicable Total Advance Funding in Article 19.2 or later than sixty (60) Calendar Days after the ORION 2 Spacecraft is determined to be a Constructive Total Loss (should that event occur). The in-orbit delivery dates shall be conditioned on ORION having ordered and simultaneously paid for the Long-Lead Items (and associated work) set forth in Article 19.2 by the dates set forth therein.
19.2 The Contractor agrees to deliver the Replacement Satellite on the schedule set forth in Article 19.1 provided ORION makes the following Xxxxxce Funding payments for Long-Lead Items on the schedule set forth below: Fixed Charge at NPD --____________________________________________________ Replacement Satellite Total Advance Funding Order Period Variable Charge (Fixed and Variable Charges) --------------------- --------------- ---------------------------- ORION 2 NPD ORION 2 NPD + 6 months ORION 2 NPD + 12 months ORION 2 NPD + 18 months ORION 2 NPD + 21 months
19.3 The Contractor shall furnish the Replacement Satellite in accordance with the provisions of the documents which constitute the ORION 2 Contract, with the dates therein adjusted (if necessary) for the later timeframe of the Replacement Satellite, and with the spacecraft test program revised as follows: Deletion of Sine Vibration Test (except Test in the thrust-axis) Deletion of EMC Test (however, the ESD Test is to be performed) Deletion of Separation Shock Test Rescheduling of adapter fit/fail check to Launch Site Reduction of Thermal Vacuum Test to one balance phase only Reduction in levels/durations from "Protoflight" to "Flight Acceptance"
19.4 The firm fixed price for the Replacement Satellite ("Replacement Satellite Price"), assuming an order had been placed by ORION on or before 1 March 1997, is as follows:
REPLACEMENT SATELLITE. (a) In the event that AsiaSat makes available a satellite prior to the end of the operational life of the Satellite and such satellite (the "Replacement Satellite"):
(i) is intended by AsiaSat to replace the Satellite; and
(ii) has substantially comparable footprint coverage, frequency ranges and power levels to those of the Satellite, then AsiaSat shall transfer the Customer's transmissions and traffic to the Replacement Satellite after the Replacement Satellite is operational and ready for migration.
(b) In such event this Agreement shall continue for the balance of the Service Period remaining at the time of such migration, unless terminated earlier in accordance with the terms of this Agreement and shall apply to the Replacement Satellite as if the Replacement Satellite had been designated the original Satellite hereunder. AsiaSat shall give the Customer reasonable notice of the expected availability of any such Replacement Satellite to keep the Customer informed of the expected date of migration to the Replacement Satellite.
3.2 The Customer shall be allocated capacity on the Replacement Satellite on the type of transponder (i.e. Ka-band or Ku-band transponder) referred to in the Particulars. AsiaSat shall use its reasonable endeavours to minimise the inconvenience to the Customer during such migration to the Replacement Satellite.
3.3 From the date of such migration by the Customer to the Replacement Satellite, all references to "Digital Transmission Capacity", "Service" and "Satellite" in this Agreement shall be deemed to be references to such newly allocated digital transmission capacity and the digital retransmission services on the Replacement Satellite and the definitions of such terms shall be deemed to be amended accordingly. In addition, the "Schedule" and "Annex" shall be replaced by the relevant schedule and annex in respect of the Replacement Satellite. The Customer hereby acknowledges and agrees that after it has completed such migration to the Replacement Satellite, AsiaSat may move the Satellite to such new orbital slot as AsiaSat in its sole discretion may choose at any time.
3.4 For the avoidance of doubt, there may only be one Replacement Satellite, for the Satellite.
3.5 Nothing in this Clause 3 shall impose an obligation on AsiaSat to make available a Replacement Satellite or designate any of its future satellites which are, or may be launched or acquired as a Replacement Satellite for the purposes of this Agreement. The Customer a...
REPLACEMENT SATELLITE. APT shall, at Loral's request, procure from Space Systems/Loral, Inc. or such other satellite manufacturer and/or vendor as Loral may designate, the purchase, launch and in-orbit delivery of one or more replacement satellites, which satellites shall be located at the Orbital Slot. APT shall use its best efforts to obtain all necessary Consents from Governmental Entities or third parties in connection therewith. The replacement satellites shall have such designs and specifications as are acceptable to Loral. Such procurement shall be made promptly after an in-orbit failure or at a time prior to the end of the Useful Life of the Satellite (or any successor satellite then located at the Orbital Slot) (the "Existing Satellite") as reasonably determined by Loral to permit the smooth transition of customers from the Existing Satellite to the replacement satellite at the end of the Useful Life of the Existing Satellite. APT and Loral hereby agree that such procurement of the replacement satellite may be effected in various manner, at Loral's discretion, including without limitation, in the form of a sale leaseback transaction pursuant to which Loral or its Affiliates would (i) arrange for the construction and launch of the replacement satellite, (ii) sell the replacement satellite to APT and then (iii) lease back the satellite from APT in accordance with the provisions of Section 9.9. Notwithstanding this Section 9.10, nothing contained herein shall be construed to impose any obligation on APT to make any payment on the replacement satellite prior to the time it receives payment pursuant to the lease agreement with respect to such replacement satellite as described in Section 9.9 above. None of APT and its Affiliates shall launch any replacement or other satellites into the Orbital Slot other than pursuant to, and in accordance with, this Section 9.10.
REPLACEMENT SATELLITE. Each party agrees that, except as provided below, the AOR Agreement, including the Service Specifications set forth in Appendix C that are applicable to the Service Transponder, shall apply to Service to be provided by PanAmSat from a new satellite that PanAmSat has ordered from Hughxx Xxxcraft Company to replace the initially contemplated Satellite which suffered a launch failure on December 1, 1994. All references in the AOR Agreement to the "Satellite" shall henceforth be deemed to refer to the new Satellite. The Service Date for the new Satellite is currently anticipated to occur in early 1996, and not later than April 1, 1996.
REPLACEMENT SATELLITE. Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text.
REPLACEMENT SATELLITE. Orion may, in Orion's sole discretion, choose to launch a Replacement Satellite, in which case Orion shall so notify DACOM and, if such Replacement Satellite is scheduled to be launched within ____________ months after such Launch Failure, DACOM shall have the option to acquire the right to use up to eight (8) 00 XXx Xx-xxxx transponders on the Replacement Satellite for a period of 13 years after the commencement date for such Replacement Satellite, on terms and conditions substantially equivalent to those contained in this Agreement (including charges and payments, but not including terms and conditions not applicable because of different or changed conditions). DACOM shall exercise such option by notice to Orion given within ninety (90) days after Orion notifies DACOM of its decision to launch such Replacement Satellite. Orion's present intention is to launch a Replacement Satellite within ___________ months after any Launch Failure, but Orion shall not be legally bound to do so. Notwithstanding the foregoing, the Parties will cooperate to determine if arrangements can be made with the manufacturer of the Orion 3 satellite to have available a Replacement Satellite in a period less than ___________ months after a Launch Failure, and the conditions, if any, under which each Party agrees to proceed.
