Common use of SPSR Results Clause in Contracts

SPSR Results. Within [***] after the completion of the SPSR meeting for the SATMEX 8 Satellite, Contractor shall notify Purchaser in writing of the results of the SPSR pursuant to this Article 9 and Purchaser shall within [***] notify Contractor in writing of its concurrence with results or its exceptions thereto. In the event that such SPSR demonstrates conformity of the SATMEX 8 Satellite to the applicable requirements of the SATMEX 8 Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity, Purchaser shall direct that the SATMEX 8 Satellite shall either be prepared and shipped by Contractor to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and the SPSR shall be deemed completed (if the provisions thereof apply). In the event that such SPSR discloses any non-conformance of such SATMEX 8 Satellite to the requirements of the SATMEX 8 Satellite Performance Specification not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of the SATMEX 8 Satellite Performance Specification deemed not met), and Contractor shall, at its own cost and expense and in a timely manner, correct or repair each such non-conformance and resubmit the SATMEX 8 Satellite for SPSR in accordance with this Article 9 as to each corrected or repaired element. If Purchaser fails to provide either conformance or non-conformance notice within the [***] period referred to in the first sentence hereof, the SPSR shall be deemed to have been completed with respect to the Satellite and Purchaser shall be deemed to have directed Contractor to place the Satellite into Storage pursuant to Article 32.

SPSR Results. Within [***] three (3) days after the completion of the SPSR meeting for a Satellite, MSV shall submit to Contractor: A. A Certificate of Completion if the result of the SPSR successfully demonstrates compliance with the requirements of Article 9 and Section 2.4.11 of Exhibit A, L-Band Space Based Network Statement of Work. Such Certificate of Completion may specify certain non-conformances which (i) the Parties agree will be fixed at the Launch Site prior to Intentional Ignition; (ii) MSV has agreed to waive irrevocably; or (iii) MSV has agreed to waive irrevocably, unless the Parties agree that such non-conformance(s) may be corrected prior to Intentional Ignition if time permits consistent with the Launch Schedule (in which case Contractor agrees to perform such correction(s)); or B. A Notice of Non-Conformance if the SPSR discloses any failure to comply with the requirements of Article 9 or Section 2.4.11 of Exhibit A, L-Band Space Based Network Statement of Work. Such Notice of Non-Conformance shall identify the non-conforming requirements that require correction. If Contractor receives a Certificate of Completion for the SATMEX 8 SatelliteSPSR, Contractor shall notify Purchaser in writing of the results of the SPSR pursuant to this Article 9 prepare and Purchaser shall within [***] notify Contractor in writing of its concurrence with results or its exceptions thereto. In the event that transport such SPSR demonstrates conformity of the SATMEX 8 Satellite to the applicable requirements of the SATMEX 8 Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity, Purchaser shall direct that the SATMEX 8 Satellite shall either be prepared and shipped by Contractor to the Launch Site and proceed with the Launch Readiness Review for Launch such Satellite. If Contractor does not receive a Certificate of Completion, Contractor shall correct or that it be placed repair each non-conformance with all deliberate speed and resubmit such Satellite for additional testing in Storage pursuant to Article 32 accordance with applicable requirements of Exhibit C, L-Band SBN System Test Plan and the Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second SPSR shall be deemed completed (if conducted to the provisions thereof apply). In extent relevant and necessary to demonstrate that the event that such SPSR discloses any non-conformance of such SATMEX 8 Satellite conforms to the requirements of the SATMEX 8 Satellite Performance Specification not the subject of any waivers Exhibit B, Technical Requirements for MSV L-Band Space Based Network, after which, MSV shall again notify Contractor under Article 9.1.4(A) or deviations approved by Purchaser pursuant to Article 9.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of the SATMEX 8 Satellite Performance Specification deemed not metB), and Contractor shall, at its own cost and expense and in a timely manner, correct or repair each such non-conformance and resubmit the SATMEX 8 Satellite for SPSR in accordance with this Article 9 as to each corrected or repaired element. If Purchaser fails to provide either conformance or non-conformance notice within the [***] period referred to in the first sentence hereof, the SPSR shall be deemed to have been completed with respect to the Satellite and Purchaser shall be deemed to have directed Contractor to place the Satellite into Storage pursuant to Article 32applicable.

SPSR Results. Within [***] seventy-two (72) hours after the completion of the SPSR meeting for the SATMEX 8 SatelliteSPSR, Contractor Purchaser shall notify Purchaser Contractor in writing of of: (i) its concurrence with the results of the SPSR pursuant to this Article 9 and Purchaser shall within [***] notify Contractor in writing including any waiver of its concurrence with results right to compel correction of those non-conformances to the requirements of Exhibit B, Satellite Performance Specification, specified by Purchaser in such notice; or its exceptions thereto(ii) specific non-conformances of the Satellite to the requirements of Exhibit B, Satellite Performance Specification, which require correction. In the event that such SPSR demonstrates demonstrates: (i) all testing has been performed in accordance with Exhibit D, Satellite Program Test Plan; and (ii) conformity of the SATMEX 8 Satellite to the applicable requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity9.1.4), Purchaser shall direct that the SATMEX 8 Satellite shall either be prepared and shipped by Contractor to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and the SPSR shall be deemed completed (if the provisions thereof apply)Launch. In the event that such SPSR discloses discloses: (i) any failure to conduct testing in accordance with Exhibit D, Satellite Program Test Plan; or (ii) any non-conformance of such SATMEX 8 the Satellite to the requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.49.1.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of the SATMEX 8 Exhibit D, Satellite Program Test Plan, or Exhibit B, Satellite Performance Specification Specification, deemed not met)) it requires to be corrected or repaired, and Contractor shall, at its own cost and expense and in a timely manner, shall correct or repair each such non-conformance and resubmit the SATMEX 8 Satellite for SPSR additional testing in accordance with this Article 9 as applicable requirements of Exhibit D, and a second SPSR. Such additional testing and second SPSR shall be conducted to each corrected or repaired elementthe extent relevant and necessary to demonstrate the Satellite conforms to the requirements of Exhibit B, Satellite Performance Specification. If Purchaser fails to provide either conformance or non-conformance such notice within the [***] period referred to in the first sentence hereoftime specified, the SPSR shall be deemed to have been successfully completed. In the event that the Satellite has successfully completed with respect SPSR, whether pursuant to the original SPSR or a subsequent SPSR, the Satellite and Purchaser shall be deemed prepared and shipped to the Launch Site for Launch. Contractor shall have directed Contractor no obligation to place ship the Satellite into Storage pursuant to the Launch Site until all non-conformances are corrected, repaired or have an approved waiver or deviation. Following successful completion of the SPSR for the Satellite in accordance with this Article 329, Contractor shall transport the Satellite, in accordance with Contractor’s standard commercial practices, to the Launch Site and proceed with the Launch Readiness Review for the Satellite.

SPSR Results. Within In the event that the SPSR demonstrates to the Purchaser’s satisfaction that the Milestone Success Criteria are met with respect to the relevant Satellite, Purchaser shall provide written confirmation to Contractor (within [***…***] Business Days after the Purchaser receives written notice of completion of the SPSR meeting for the SATMEX 8 Satellite, Contractor shall notify Purchaser in writing from Contractor) of its concurrence with the results of the SPSR pursuant (it being expressly understood that such confirmation does not constitute a waiver of Purchaser’s right to this Article 9 and Purchaser shall within [***] notify Contractor in writing compel correction of any Defects, or any of its concurrence with results or its exceptions thereto. In other rights and remedies as provided for in this Contract), and the event that such SPSR demonstrates conformity of the SATMEX 8 Satellite to the applicable requirements of the SATMEX 8 Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity, Purchaser shall direct that the SATMEX 8 Satellite shall either be prepared and shipped by Contractor deemed ready for shipment as part of a Satellite Batch to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and the SPSR shall be deemed completed (if the provisions thereof apply)Site. In the event that such SPSR discloses any non-conformance of such SATMEX 8 Satellite that the Milestone Success Criteria are not met with respect to the requirements relevant Satellite, Purchaser shall provide written notification thereof (a “Notice of Non-Compliance”) to Contractor within [***…***] Business Days after Purchaser receives written notice of completion of the SATMEX 8 Satellite Performance Specification not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.4SPSR from Contractor, Purchaser’s notice which written notification shall state each such non-conformance Defect Purchaser requires to be corrected or repaired (with reference to the applicable requirement specific provision of this Article 9.1.6, as well as the specific provision of the SATMEX 8 Satellite NEXT Space Segment and Space Vehicle Integration and Verification Plan, or the System Performance Specification Specification, deemed not met), and . Contractor shall, at its own cost and expense and in a timely manner, shall correct or repair each Defect with all deliberate speed and thereafter conduct additional testing and/or a “delta” SPSR to demonstrate to Purchaser’s satisfaction the Satellite meets the requirements of this Article 9.1.6, after which Purchaser within the applicable time frame specified above shall provide a Notice of Non-Compliance or confirmation (it being expressly understood that any such non-conformance confirmation shall not constitute a waiver of Purchaser’s rights to compel correction of any Defects or any of its other rights and resubmit remedies as provided for in this Contract). Contractor shall be required to repeat the SATMEX 8 Satellite for SPSR process described in this Article 9.1.6 until Purchaser provides Contractor with a confirmation pursuant to the requirements of this Article 9, unless otherwise agreed by the Parties. The Purchaser shall not unreasonably withhold or delay giving its notification hereunder. Upon receipt of Purchaser’s confirmation in accordance with this Article 9 as 9, Contractor shall provide, with respect to each corrected applicable Satellite, a certification to the Purchaser in accordance with the form attached as Exhibit F, SPSR Certification. Thereafter, Contractor shall transport such Satellite Batch (or repaired elementSatellite thereof) in accordance with Contractor’s Shipping, Handling and Storage Plan to: (i) the Launch Site, and proceed to prepare the Satellite for Launch or (ii) Storage, as the case may be. If Purchaser fails to provide either conformance or non-conformance notice within the [***] period referred to in …***]. Contractor shall not ship the first sentence hereof, the SPSR shall be deemed to have been completed with respect Satellite to the Satellite and Purchaser shall be deemed to have directed Launch Site until all Defects are corrected, repaired or Contractor to place the Satellite into Storage pursuant to Article 32has received a Purchaser-approved waiver or deviation. 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.

SPSR Results. Within [***] after the completion of the SPSR meeting for the SATMEX 8 Satellite, Contractor shall notify Purchaser in writing of the results of the SPSR pursuant to this Article 9 and Purchaser shall within [***] notify Contractor in writing of its concurrence with results or its exceptions thereto. In the event that such the SPSR demonstrates conformity that: (i) testing has been performed in accordance with Section 5.2 of the SATMEX 8 Exhibit D, Satellite Program Test Plan, and (ii) such Satellite conforms to the applicable requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity9.1.4), Purchaser shall direct that provide written certification (a “Certification”) to Contractor (within 72 hours after Purchaser receives written notice of completion of the SATMEX 8 SPSR from Contractor) of its concurrence with the results of the SPSR (including any waiver of its right to compel correction of those non-conformances to the requirements of Exhibit B, Satellite Performance Specification, specified by Purchaser in such notice), and the Satellite shall either be prepared and shipped by Contractor deemed ready for shipment to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and the SPSR shall be deemed completed (if the provisions thereof apply)Site. In the event that such SPSR discloses (i) any failure to conduct testing in accordance with Section 5.2 of Exhibit D, Satellite Program Test Plan, or (ii) any non-conformance of such SATMEX 8 Satellite to the requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.49.1.4, Purchaser’s Purchaser shall ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions provide written notification thereof (a “Notice of Non-Conformance”) to Contractor within 72 hours after Purchaser receives written notice of completion of the SPSR from Contractor, which written notification shall state each such non-conformance Purchaser requires to be corrected or repaired (with reference to the applicable requirement specific provision of the SATMEX 8 Exhibit D, Satellite Program Test Plan, or Exhibit B, Satellite Performance Specification Specification, deemed not met), and . Contractor shall, at its own cost and expense and in a timely manner, shall correct or repair each such non-conformance with all deliberate speed and resubmit the SATMEX 8 Satellite for SPSR thereafter conduct additional testing and/or a “delta” SPSR, in accordance with the provisions of this Article 9 as 9, to each corrected the extent necessary to demonstrate that the Satellite conforms to the requirements of Exhibit B, Satellite Performance Specification, after which Purchaser shall provide a Certification or repaired elementNotice of Non-Conformance within the applicable time frame specified above. Contractor shall be required to repeat the process described in this Paragraph until Purchaser provides Contractor with a Certification pursuant to the requirements of this Article 9. If Purchaser fails to provide a written Certification or Notice of Non-Conformance as required by either conformance or non-conformance notice of the preceding Paragraphs of this Article 9.1.6 within the [***] period referred to in the first sentence hereoftime specified, and Contractor has provided written notice advising Purchaser of such (a “Cure Letter”), the SPSR shall be deemed to have been successfully completed with respect to if Purchaser has still not submitted a written Certification or Notice of Non-Conformance within one (1) Business Day of Purchaser’s receipt of the Cure Letter and the Satellite and Purchaser shall be deemed ready for shipment to have directed the Launch Site. Upon receipt of Purchaser’s Certification in accordance with this Article 9, Contractor shall thereafter transport such Satellite in accordance with Contractor’s standard commercial practices to place the Launch Site (and shall be deemed Delivered when received at the Launch Site), and proceed to prepare the Satellite into Storage pursuant for Launch. Contractor shall not ship the Satellite to Article 32the Launch Site until all non-conformances are corrected, repaired or have a Purchaser-approved waiver or deviation.

SPSR Results. Within [***] seventy-two (72) hours after the completion of the SPSR meeting for the SATMEX 8 SatelliteSPSR, Contractor Purchaser shall notify Purchaser Contractor in writing of of: (i) its concurrence with the results of the SPSR pursuant to this Article 9 and Purchaser shall within [***] notify Contractor in writing including any waiver of its concurrence with results right to compel correction of those non-conformances to the requirements of Exhibit B, Satellite Performance Specification, specified by Purchaser in such notice; or its exceptions thereto(ii) specific non-conformances of the Satellite to the requirements of Exhibit B, Satellite Performance Specification, which require correction. In the event that such SPSR demonstrates demonstrates: (i) all testing has been performed in accordance with Exhibit D, Satellite Program Test Plan; and (ii) conformity of the SATMEX 8 Satellite to the applicable requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.4) and Purchaser confirms in writing such demonstrated conformity9.1.4), Purchaser shall direct that the SATMEX 8 Satellite shall either be prepared and shipped by Contractor to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and the SPSR shall be deemed completed (if the provisions thereof apply)Launch. In the event that such SPSR discloses discloses: (i) any failure to conduct testing in accordance with Exhibit D, Satellite Program Test Plan; or (ii) any non-conformance of such SATMEX 8 the Satellite to the requirements of the SATMEX 8 Exhibit B, Satellite Performance Specification Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.49.1.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of the SATMEX 8 Exhibit D, Satellite Program Test Plan, or Exhibit B, Satellite Performance Specification Specification, deemed not met)) it requires to be corrected or repaired, and Contractor shall, at its own cost and expense and in a timely manner, shall correct or repair each such non-conformance and resubmit the SATMEX 8 Satellite for SPSR additional testing in accordance with this Article 9 as applicable requirements of Exhibit D, and a second SPSR. Such additional testing and second SPSR shall be conducted to each corrected or repaired elementthe extent relevant and necessary to demonstrate the Satellite conforms to the requirements of Exhibit B, Satellite Performance Specification. If Purchaser fails to provide either conformance or non-conformance such notice within the [***] period referred to in the first sentence hereoftime specified, the SPSR shall be deemed to have been successfully completed. In the event that the Satellite has successfully completed with respect SPSR, whether pursuant to the original SPSR or a subsequent SPSR, the Satellite and Purchaser shall be deemed prepared and shipped to the Launch Site for Launch. Contractor shall have directed Contractor no obligation to place ship the Satellite into Storage to the Launch Site until all non-conformances are corrected, repaired or have an approved waiver or deviation. Following successful completion of the SPSR for the Satellite in accordance with this Article 9, Contractor shall transport the Satellite, in accordance with Contractor’s standard commercial practices, to the Launch Site and proceed with the Launch Readiness Review for the Satellite or, if directed by Purchaser, transport the Satellite to the storage facility for storage pursuant to Article 32.39 and Exhibit D.