Common use of Termination for Unexcused Delay Clause in Contracts

Termination for Unexcused Delay. (a) In the event the Damages Period for any Satellite has expired and the maximum total liquidated damages for such Satellite have been levied, Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to the provisions of Article 32.2 (Termination for Contractor's Default), in which case Customer's rights shall be governed by the provisions of that Article. (b) If, at [***], the Launch Agency has failed to establish the Launch Slot for the first Satellite to begin no later than [***], then Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to Article 32.2 (Termination for Contractor's Default), in which case, Customer's rights and obligations shall be governed by such Article. The foregoing shall also apply if, with respect to the second Satellite, at [***], the Launch Agency has failed to establish the Launch Slot for the second Satellite to begin no later than [***]. Provided Contractor is able to schedule Launch for each Satellite on another Launch Vehicle prior to [***] as to the first Satellite and [***] as to the second Satellite, Contractor shall, as agreed by Customer, schedule such Launch on either an H-IIA or Long March 3B Launch Vehicle (at no additional cost to Customer) or on another Launch Vehicle. If Launch is scheduled on a Launch Vehicle other than an H-IIA or Long March 3B Launch Vehicle, Customer shall pay the difference between the amount Customer is required to pay for the Sea Launch Launch Vehicle and the cost of such other Launch Vehicle, including Contractor's reasonable financing costs. In the event Customer, in accordance with the provisions of this Contract, terminates the launch portion of this Contract for either or both of the first Satellite and/or the second Satellite, then (i) the Parties shall amend those portions of this Contract related to such termination (e.g., transfer of title and risk of loss, delivery schedule, acceptance, liquidated damages, termination liability and this Article 10.3(b)) as appropriate to reflect an on-ground delivery of the relevant Satellite, (ii) Contractor shall perform, without charge (except to the extent included in the Contract Price), Launch Campaign, Mission Support and LEOP Services for any launch services substituted by Customer for the Launch Services terminated hereunder, provided, however, Customer shall pay Contractor for those extra costs incurred by Contractor as a result of providing Launch Campaign, Mission Support and LEOP Services to a location other than one contemplated hereunder, (iii) Customer shall pay Contractor for those extra costs incurred by Contractor as a result of shipping the applicable Satellite to a launch site other than one contemplated hereunder, and (iv) if requested by Customer, Contractor shall perform launch management services for the substituted launch services at a price mutually agreed by the Parties. (c) Liquidated damages shall not accrue for the late Delivery of any portion of the Work after termination of this Contract for Contractor's default, in accordance with its terms. Notwithstanding the foregoing, Customer's right to terminate this Contract, as permitted by this Contract, due to Contractor's late Delivery shall not prejudice Customer's right to collect those liquidated damages that accrued to Customer prior to any such termination. 47

Termination for Unexcused Delay. (a) In the event the Damages Period for any Satellite has expired and the maximum total liquidated damages for such Satellite have been levied, Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to the provisions of Article 32.2 (Termination for Contractor's Default), in which case Customer's rights shall be governed by the provisions of that Article. (b) If, at [*****], the Launch Agency has failed to establish the Launch Slot for the first Satellite to begin no later than [*****], then Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to Article 32.2 (Termination for Contractor's Default), in which case, Customer's rights and obligations shall be governed by such Article. The foregoing shall also apply if, with respect to the second SatelliteSatell ite, at [*****], the Launch Agency has failed to establish the Launch Slot for the second Satellite to begin no later than [*****]. Provided Contractor is able to schedule Launch for each Satellite on another Launch Vehicle prior to [*****] as to the first Satellite and [*****] as to the second Satellite, Contractor shall, as agreed by Customer, schedule such Launch on either an H-IIA or Long March 3B Launch Vehicle (at no additional cost to Customer) or on another Launch Vehicle. If Launch is scheduled on a Launch Vehicle other than an H-IIA or Long March 3B Launch Vehicle, Customer shall pay the difference between the amount Customer is required to pay for the Sea Launch Launch Vehicle and the cost of such other Launch Vehicle, including Contractor's reasonable financing costs. In the event Customer, in accordance with the provisions of this Contract, terminates the launch portion of this Contract for either or both of the first Satellite and/or the second Satellite, then (i) the Parties shall amend those th ose portions of this Contract related to such termination (e.g., transfer of title and risk of loss, delivery schedule, acceptance, liquidated damages, termination liability and this Article 10.3(b)) as appropriate to reflect an on-ground delivery of the relevant Satellite, (ii) Contractor shall perform, without charge (except to the extent included in the Contract Price), Launch Campaign, Mission Support and LEOP Services for any launch services substituted by Customer for the Launch Services terminated hereunder, provided, however, Customer shall pay Contractor for those extra costs incurred by Contractor as a result of providing Launch Campaign, Mission Support and LEOP Services to a location other than one contemplated hereunder, (iii) Customer shall pay Contractor for those extra costs incurred by Contractor as a result of shipping the applicable Satellite to a launch site other than one contemplated hereunder, and (iv) if requested by Customer, Contractor shall perform launch management services for the substituted launch services at a price mutually agreed by the Parties. (c) Liquidated damages shall not accrue for the late Delivery of any portion of the Work after termination of this Contract for Contractor's default, in accordance with its terms. Notwithstanding the foregoing, Customer's right to terminate this Contract, as permitted by this Contract, due to Contractor's late Delivery shall not prejudice Customer's right to collect those liquidated damages that accrued to Customer prior to any such termination. 47.

Termination for Unexcused Delay. (a) In the event the Damages Period for any Satellite has expired and the maximum total liquidated damages for such Satellite have been levied, Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to the provisions of Article 32.2 (Termination for Contractor's Default), in which case Customer's rights shall be governed by the provisions of that Article. (b) If, at [*****], the Launch Agency has failed to establish the Launch Slot for the first Satellite to begin no later than [*****], then Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to Article 32.2 (Termination for Contractor's Default), in which case, Customer's rights and obligations shall be governed by such Article. The foregoing shall also apply if, with respect to the second Satellite, at [*****], the Launch Agency has failed to establish the Launch Slot for the second Satellite to begin no later than [*****]. Provided Contractor is able to schedule Launch for each Satellite on another Launch Vehicle prior to [*****] as to the first Satellite and [*****] as to the second Satellite, Contractor shall, as agreed by Customer, schedule such Launch on either an H-IIA or Long March 3B Launch Vehicle (at no additional cost to Customer) or on another Launch Vehicle. If Launch is scheduled on a Launch Vehicle other than an H-IIA or Long March 3B Launch Vehicle, Customer shall pay the difference between the amount Customer is required to pay for the Sea Launch Launch Vehicle and the cost of such other Launch Vehicle, including Contractor's reasonable financing costs. In the event Customer, in accordance with the provisions of this Contract, terminates the launch portion of this Contract for either or both of the first Satellite and/or the second Satellite, then (i) the Parties shall amend those portions of this Contract related to such termination (e.g., transfer of title and risk of loss, delivery schedule, acceptance, liquidated damages, termination liability and this Article 10.3(b)) as appropriate to reflect an on-ground delivery of the relevant Satellite, (ii) Contractor shall perform, without charge (except to the extent included in the Contract Price), Launch Campaign, Mission Support and LEOP Services for any launch services substituted by Customer for the Launch Services terminated hereunder, provided, however, Customer shall pay Contractor for those extra costs incurred by Contractor as a result of providing Launch Campaign, Mission Support and LEOP Services to a location other than one contemplated hereunder, (iii) Customer shall pay Contractor for those extra costs incurred by Contractor as a result of shipping the applicable Satellite to a launch site other than one contemplated hereunder, and (iv) if requested by Customer, Contractor shall perform launch management services for the substituted launch services at a price mutually agreed by the Parties. (c) Liquidated damages shall not accrue for the late Delivery of any portion of the Work after termination of this Contract for Contractor's default, in accordance with its terms. Notwithstanding the foregoing, Customer's right to terminate this Contract, as permitted by this Contract, due to Contractor's late Delivery shall not prejudice Customer's right to collect those liquidated damages that accrued to Customer prior to any such termination. 47.

Termination for Unexcused Delay. (a) In the event the Damages Period for any Satellite has expired and the maximum total liquidated damages for such Satellite have been levied, Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to the provisions of Article 32.2 (Termination for Contractor's ’s Default), in which case Customer's ’s rights shall be governed by the provisions of that Article. (b) If, at [***], the Launch Agency has failed to establish the Launch Slot for the first Satellite to begin no later than [***], then Customer may exercise its right to terminate this Contract, in whole or in part, for cause pursuant to Article 32.2 (Termination for Contractor's ’s Default), in which case, Customer's ’s rights and obligations shall be governed by such Article. The foregoing shall also apply if, with respect to the second Satellite, at [***], the Launch Agency has failed to establish the Launch Slot for the second Satellite to begin no later than [***]. Provided Contractor is able to schedule Launch for each Satellite on another Launch Vehicle prior to [***] as to the first Satellite and [***] as to the second Satellite, Contractor shall, as agreed by Customer, schedule such Launch on either an H-IIA or Long March 3B Launch Vehicle (at no additional cost to Customer) or on another Launch Vehicle. If Launch is scheduled on a Launch Vehicle other than an H-IIA or Long March 3B Launch Vehicle, Customer shall pay the difference between the amount Customer is required to pay for the Sea Launch Launch Vehicle and the cost of such other Launch Vehicle, including Contractor's ’s reasonable financing costs. In the event Customer, in accordance with the provisions of this Contract, terminates the launch portion of this Contract for either or both of the first Satellite and/or the second Satellite, then (i) the Parties shall amend those portions of this Contract related to such termination (e.g., transfer of title and risk of loss, delivery schedule, acceptance, liquidated damages, termination liability and this Article 10.3(b)) as appropriate to reflect an on-ground delivery of the relevant Satellite, (ii) Contractor shall perform, without charge (except to the extent included in the Contract Price), Launch Campaign, Mission Support and LEOP Services for any launch services substituted by Customer for the Launch Services terminated hereunder, provided, however, Customer shall pay Contractor for those extra costs incurred by Contractor as a result of providing Launch Campaign, Mission Support and LEOP Services to a location other than one contemplated hereunder, (iii) Customer shall pay Contractor for those extra costs incurred by Contractor as a result of shipping the applicable Satellite to a launch site other than one contemplated hereunder, and (iv) if requested by Customer, Contractor shall perform launch management services for the substituted launch services at a price mutually agreed by the Parties. (c) Liquidated damages shall not accrue for the late Delivery of any portion of the Work after termination of this Contract for Contractor's ’s default, in accordance with its terms. Notwithstanding the foregoing, Customer's ’s right to terminate this Contract, as permitted by this Contract, due to Contractor's ’s late Delivery shall not prejudice Customer's ’s right to collect those liquidated damages that accrued to Customer prior to any such termination. 47.