Common use of SPSR Results Clause in Contracts

SPSR Results. Within three (3) days after completion of the SPSR 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 SPSR, Contractor shall prepare and transport such Satellite to the Launch Site and proceed with the Launch Readiness Review for such Satellite. If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each non-conformance with all deliberate speed and resubmit such Satellite for additional testing in accordance with applicable requirements of Exhibit C, L-Band SBN System Test Plan and Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second SPSR shall be conducted to the extent relevant and necessary to demonstrate that the Satellite conforms to the requirements of 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 (B), as applicable.

SPSR Results. Within three (3) days [***] after the completion of the SPSR meeting for a the SATMEX 8 Satellite, MSV Contractor shall submit to Contractor: A. A Certificate notify Purchaser in writing of Completion if the result results of the SPSR successfully demonstrates compliance with the requirements of pursuant to this Article 9 and Section 2.4.11 Purchaser shall within [***] notify Contractor in writing of Exhibit A, L-Band Space Based Network Statement of Workits concurrence with results or its exceptions thereto. Such Certificate of Completion may specify certain non-conformances which (i) In 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 event that such non-conformance(s) may be corrected prior SPSR demonstrates conformity of the SATMEX 8 Satellite 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 applicable requirements of the SATMEX 8 Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9 or Section 2.4.11 of Exhibit A9.4) and Purchaser confirms in writing such demonstrated conformity, L-Band Space Based Network Statement of Work. Such Notice of Non-Conformance Purchaser shall identify direct that the non-conforming requirements that require correction. If SATMEX 8 Satellite shall either be prepared and shipped by Contractor receives a Certificate of Completion for the SPSR, Contractor shall prepare and transport such Satellite to the Launch Site for Launch or that it be placed in Storage pursuant to Article 32 and proceed 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 Launch Readiness Review for such Satellite. If applicable requirement of the SATMEX 8 Satellite Performance Specification deemed not met), and Contractor does not receive shall, at its own cost and expense and in a Certificate of Completiontimely manner, Contractor shall correct or repair each such non-conformance with all deliberate speed and resubmit such the SATMEX 8 Satellite for additional testing SPSR in accordance with applicable requirements of Exhibit Cthis 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, L-Band SBN System Test Plan and Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second the SPSR shall be conducted deemed to have been completed with respect to the extent relevant Satellite and necessary Purchaser shall be deemed to demonstrate that have directed Contractor to place the Satellite conforms into Storage pursuant to the requirements of 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 (B), as applicable32.

SPSR Results. Within three seventy-two (372) days hours after completion of the SPSR for a SatelliteSPSR, MSV Purchaser shall submit to Contractor: A. A Certificate of Completion if notify Contractor in writing of: (i) its concurrence with the result results of the SPSR successfully demonstrates compliance with including any waiver of its right to compel correction of those non-conformances to the requirements of Article 9 and Section 2.4.11 of Exhibit AB, L-Band Space Based Network Statement of Work. Such Certificate of Completion may specify certain Satellite Performance Specification, specified by Purchaser in such notice; or (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: (i) the Parties agree will be fixed at the Launch Site prior to Intentional Ignitionall testing has been performed in accordance with Exhibit D, Satellite Program Test Plan; and (ii) MSV has agreed conformity of the Satellite 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 applicable requirements of Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9 or Section 2.4.11 of Exhibit A9.1.4), L-Band Space Based Network Statement of Work. Such Notice of Non-Conformance the Satellite shall identify the non-conforming requirements that require correction. If Contractor receives a Certificate of Completion for the SPSR, Contractor shall prepare be prepared and transport such Satellite shipped to the Launch Site for Launch. In the event that such SPSR discloses: (i) any failure to conduct testing in accordance with Exhibit D, Satellite Program Test Plan; or (ii) any non-conformance of the Satellite to the requirements of Exhibit B, Satellite Performance Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.1.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of Exhibit D, Satellite Program Test Plan, or Exhibit B, Satellite Performance Specification, deemed not met) it requires to be corrected or repaired, and proceed with the Launch Readiness Review for such Satellite. If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each such non-conformance with all deliberate speed and resubmit such the Satellite for additional testing in accordance with applicable requirements of Exhibit C, L-Band SBN System Test Plan and Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second SPSR shall be conducted to the extent relevant and necessary to demonstrate that the Satellite conforms to the requirements of Exhibit B, Technical Requirements Satellite Performance Specification. If Purchaser fails to provide such notice within the time specified, the SPSR shall be deemed to have been successfully completed. In the event that the Satellite has successfully completed SPSR, whether pursuant to the original SPSR or a subsequent SPSR, the Satellite shall be prepared and shipped to the Launch Site for MSV LLaunch. Contractor shall have no obligation to ship the Satellite to the Launch Site until all non-Band Space Based Networkconformances are corrected, after whichrepaired or have an approved waiver or deviation. Following successful completion of the SPSR for the Satellite in accordance with this Article 9, MSV Contractor shall again notify Contractor under 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 9.1.4(A) or (B), as applicable.39 and Exhibit D.

SPSR Results. Within three 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 (3) days within [***…***] Business Days after Purchaser receives written notice of completion of the SPSR for a Satellite, MSV shall submit to from Contractor: A. A Certificate ) of Completion if its concurrence with the result results of the SPSR successfully demonstrates compliance with (it being expressly understood that such confirmation does not constitute a waiver of Purchaser’s right to compel correction of any Defects, or any of its other rights and remedies as provided for in this Contract), and the requirements Satellite shall be deemed ready for shipment as part 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 a Satellite Batch to the Launch Site prior to Intentional Ignition; (ii) MSV has agreed to waive irrevocably; or (iii) MSV has agreed to waive irrevocably, unless Site. In the Parties agree event that such non-conformance(s) may be corrected prior SPSR discloses that the Milestone Success Criteria are not met with respect to Intentional Ignition if time permits consistent with the Launch Schedule relevant Satellite, Purchaser shall provide written notification thereof (in which case Contractor agrees to perform such correction(s)); or B. A a “Notice of Non-Conformance if Compliance”) to Contractor within [***…***] Business Days after Purchaser receives written notice of completion of the SPSR discloses any failure from Contractor, which written notification shall state each Defect Purchaser requires to comply be corrected or repaired (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 SPSR, Contractor shall prepare and transport such Satellite reference to the Launch Site specific provision of this Article 9.1.6, as well as the specific provision of the NEXT Space Segment and proceed with Space Vehicle Integration and Verification Plan, or the Launch Readiness Review for such SatelliteSystem Performance Specification, deemed not met). If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each non-conformance Defect with all deliberate speed and resubmit such Satellite for thereafter conduct additional testing in accordance with applicable and/or a “delta” SPSR to demonstrate to Purchaser’s satisfaction the Satellite meets the requirements of Exhibit Cthis Article 9.1.6, Lafter which Purchaser within the applicable time frame specified above shall provide a Notice of Non-Band SBN System Test Plan Compliance or confirmation (it being expressly understood that any such confirmation shall not constitute a waiver of Purchaser’s rights to compel correction of any Defects or any of its other rights and Exhibit D, Satellite Program Test Plan, and conduct a second SPSRremedies as provided for in this Contract). Such additional testing and second SPSR Contractor shall be conducted required to repeat the extent relevant and necessary to demonstrate that the Satellite conforms 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, Contractor shall provide, with respect to each applicable Satellite, a certification to the Purchaser in accordance with the form attached as Exhibit BF, Technical Requirements SPSR Certification. Thereafter, Contractor shall transport such Satellite Batch (or Satellite thereof) in accordance with Contractor’s Shipping, Handling and Storage Plan to: (i) the Launch Site, and proceed to prepare the Satellite for MSV L-Band Space Based Network, after which, MSV shall again notify Contractor under Article 9.1.4(A) Launch or (B)ii) Storage, as applicablethe case may be. [***…***]. Contractor shall not ship the Satellite to the Launch Site until all Defects are corrected, repaired or Contractor has 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 three seventy-two (372) days hours after completion of the SPSR for a SatelliteSPSR, MSV Purchaser shall submit to Contractor: A. A Certificate of Completion if notify Contractor in writing of: (i) its concurrence with the result results of the SPSR successfully demonstrates compliance with including any waiver of its right to compel correction of those non-conformances to the requirements of Article 9 and Section 2.4.11 of Exhibit AB, L-Band Space Based Network Statement of Work. Such Certificate of Completion may specify certain Satellite Performance Specification, specified by Purchaser in such notice; or (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: (i) the Parties agree will be fixed at the Launch Site prior to Intentional Ignitionall testing has been performed in accordance with Exhibit D, Satellite Program Test Plan; and (ii) MSV has agreed conformity of the Satellite 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 applicable requirements of Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9 or Section 2.4.11 of Exhibit A9.1.4), L-Band Space Based Network Statement of Work. Such Notice of Non-Conformance the Satellite shall identify the non-conforming requirements that require correction. If Contractor receives a Certificate of Completion for the SPSR, Contractor shall prepare be prepared and transport such Satellite shipped to the Launch Site for Launch. In the event that such SPSR discloses: (i) any failure to conduct testing in accordance with Exhibit D, Satellite Program Test Plan; or (ii) any non-conformance of the Satellite to the requirements of Exhibit B, Satellite Performance Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.1.4, Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirement of Exhibit D, Satellite Program Test Plan, or Exhibit B, Satellite Performance Specification, deemed not met) it requires to be corrected or repaired, and proceed with the Launch Readiness Review for such Satellite. If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each such non-conformance with all deliberate speed and resubmit such the Satellite for additional testing in accordance with applicable requirements of Exhibit C, L-Band SBN System Test Plan and Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second SPSR shall be conducted to the extent relevant and necessary to demonstrate that the Satellite conforms to the requirements of Exhibit B, Technical Requirements Satellite Performance Specification. If Purchaser fails to provide such notice within the time specified, the SPSR shall be deemed to have been successfully completed. In the event that the Satellite has successfully completed SPSR, whether pursuant to the original SPSR or a subsequent SPSR, the Satellite shall be prepared and shipped to the Launch Site for MSV LLaunch. Contractor shall have no obligation to ship the Satellite to the Launch Site until all non-Band Space Based Networkconformances are corrected, after whichrepaired or have an approved waiver or deviation. Following successful completion of the SPSR for the Satellite in accordance with this Article 9, MSV Contractor shall again notify Contractor under Article 9.1.4(A) or (B)transport the Satellite, as applicablein accordance with Contractor’s standard commercial practices, to the Launch Site and proceed with the Launch Readiness Review for the Satellite.

SPSR Results. Within three In the event that the SPSR demonstrates that: (3i) days testing has been performed in accordance with Section 5.2 of Exhibit D, Satellite Program Test Plan, and (ii) such Satellite conforms to the applicable requirements of Exhibit B, Satellite Performance Specification (including any waivers or deviations approved by Purchaser pursuant to Article 9.1.4), Purchaser shall provide written certification (a “Certification”) to Contractor (within 72 hours after Purchaser receives written notice of completion of the SPSR for a Satellite, MSV shall submit to from Contractor: A. A Certificate ) of Completion if its concurrence with the result results of the SPSR successfully demonstrates compliance with (including any waiver of its right to compel correction of those non-conformances to the requirements of Article 9 Exhibit B, Satellite Performance Specification, specified by Purchaser in such notice), and Section 2.4.11 of Exhibit A, L-Band Space Based Network Statement of Workthe Satellite shall be deemed ready for shipment to the Launch Site. Such Certificate of Completion may specify certain non-conformances which In the event that such SPSR discloses (i) the Parties agree will be fixed at the Launch Site prior any failure to Intentional Ignition; conduct testing in accordance with Section 5.2 of Exhibit D, Satellite Program Test Plan, or (ii) MSV has agreed to waive irrevocably; or (iii) MSV has agreed to waive irrevocably, unless the Parties agree that such any non-conformance(s) may be corrected prior conformance of such Satellite to Intentional Ignition if time permits consistent the requirements of Exhibit B, Satellite Performance Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.1.4, Purchaser shall ***Certain information on this page has been omitted and filed separately with the Launch Schedule Commission. Confidential treatment has been requested with respect to the omitted portions provide written notification thereof (in which case Contractor agrees to perform such correction(s)); or B. A a “Notice of Non-Conformance if Conformance”) to Contractor within 72 hours after Purchaser receives written notice of completion of the SPSR discloses any failure from Contractor, which written notification shall state each such non-conformance Purchaser requires to comply be corrected or repaired (with reference to the requirements of Article 9 or Section 2.4.11 specific provision of Exhibit AD, L-Band Space Based Network Statement of WorkSatellite Program Test Plan, or Exhibit B, Satellite Performance Specification, deemed not met). Such Notice of Non-Conformance shall identify the non-conforming requirements that require correction. If Contractor receives a Certificate of Completion for the SPSR, Contractor shall prepare and transport such Satellite to the Launch Site and proceed with the Launch Readiness Review for such Satellite. If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each non-conformance with all deliberate speed and resubmit such Satellite for thereafter conduct additional testing and/or a “delta” SPSR, in accordance with applicable requirements the provisions of Exhibit Cthis Article 9, L-Band SBN System Test Plan and Exhibit D, Satellite Program Test Plan, and conduct a second SPSR. Such additional testing and second SPSR shall be conducted to the extent relevant and necessary to demonstrate that the Satellite conforms to the requirements of Exhibit B, Technical Requirements for MSV L-Band Space Based NetworkSatellite Performance Specification, after whichwhich Purchaser shall provide a Certification or Notice 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 of the preceding Paragraphs of this Article 9.1.6 within the time specified, MSV shall again notify and Contractor under Article 9.1.4(A) or has provided written notice advising Purchaser of such (Ba “Cure Letter”), as applicablethe SPSR shall be deemed to have been successfully completed 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 shall be deemed ready for shipment to 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 the Launch Site (and shall be deemed Delivered when received at the Launch Site), and proceed to prepare the Satellite for Launch. Contractor shall not ship the Satellite to the Launch Site until all non-conformances are corrected, repaired or have a Purchaser-approved waiver or deviation.