Satellite Oversight Sample Clauses

Satellite Oversight. 2.2.1 ViaSat may make changes in the design of the Common Elements (subject to this Section 2.2.1 and Section 2.2.2 below) and either Party may at any time and from time to time make changes in the design of its payload, provided that in each case such changes do not negatively impact: (i) the scheduled launch date for the Satellite, (ii) the performance of the other Party’s payload, (iii) the designed operational life of the other Party’s payload or the designed orbital maneuver life of the Satellite below 15 years, (iv) the designed operation margins available for the Common Elements or the other Party’s payload or (v) the designed reliability of the Common Elements or the other Party’s payload in a material manner; provided, that Loral acknowledges and agrees that the Satellite configuration and design is not complete as of the date hereof and that ViaSat shall complete the design and configuration of the Satellite in accordance with Section 2.1(B) of the Satellite Contract in a fair and evenhanded manner, having due regard to its interests and the interests of Loral in the operation, capacity and functionality of the Satellite. For purposes of clarification Loral shall not have any authority under the prior sentence to make changes (directly or indirectly) to any of the Common Elements of the Satellite without ViaSat’s consent, which consent shall not be unreasonably withheld or delayed (for purposes of clarification only, it shall be reasonable for ViaSat to withhold consent from Loral making a change to a Common Element of the Satellite if in ViaSat’s good faith opinion such proposed change would adversely affect the ViaSat Payload or the Common Elements). All other design changes (including all changes to the Common Elements) shall be made only in accordance with Section 2.2.2. The Party making a design change to its payload shall be solely responsible for paying any increases to the Firm Fixed Price (defined in the Satellite Contract) that result from such change (including changes to the Common Elements necessitated by the design change made to such Party’s payload). Similarly, the Party making a design change to its payload(s) shall receive the full benefit of any reductions in the Firm Fixed Price (as defined in the Satellite Contract) resulting from such change to its payload. 2.2.2 Each Party shall have final decision-making authority with respect to all matters regarding the construction and operation of the Satellite that solely and exclusiv...
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