Common use of Governmental Authorisations Clause in Contracts

Governmental Authorisations. A. The Contractor shall be responsible for obtaining and maintaining all governmental authorisations necessary for the performance of the Work. Inmarsat agrees to provide all reasonable assistance to the Contractor and its Subcontractors in obtaining and maintaining all such governmental authorisations. To the Contractor’s best knowledge at EDC, the key authorisations required (“Key Authorisations”), and the dates by which they must be obtained are identified in Annex G hereto, entitled Governmental Authorisations, which Annex will be updated **** after EDC. The Contractor shall not be responsible for obtaining and maintaining governmental authorisations necessary for the TDPs which shall instead be obtained and maintained by ESA in accordance with the ESA Contract. B. The Contractor shall, at the end of **** from EDC, present a report to Inmarsat on the Key Authorisations. The report shall contain a detailed description of the Contractor’s progress in obtaining the Key Authorisations and shall present a conclusion as to whether the Contractor will fail to obtain or maintain any Key Authorisation such that the Contractor will be unable to deliver the Spacecraft within **** after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such date may be modified pursuant to Paragraph A of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESA, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes (a “Negative Conclusion”) or whether it will not be prevented, by the need to obtain or maintain any Key Authorisation, from being able so to deliver (a “Positive Conclusion”). C. Inmarsat shall accept or reject the conclusion of the report within ten (10) days of receipt. D. If Inmarsat rejects the conclusion of the report, then, the Contractor shall, within ten (10) days of being notified of such rejection, present a written recovery plan to Inmarsat including corrective actions that the Contractor will take to circumvent the failure to obtain or maintain such Key Authorisation such as identification of alternative suppliers. If Inmarsat does not accept or reject the recovery plan within ten (10) days from receipt then the recovery plan shall be deemed to have been rejected. If Inmarsat accepts the recovery plan this Contract shall be deemed amended in accordance with the plan forthwith and Inmarsat shall confirm this by formal amendment to the Contract in accordance with the provisions of Article 31 hereto, entitled Changes, within thirty (30) days from receipt of the recovery plan. E. If the Contractor’s recovery plan is not acceptable to Inmarsat, then the responsible officers of Inmarsat and the Contractor identified in Article 40 hereof, entitled Responsible Officers shall discuss the plan in an effort to develop a plan acceptable to both parties within a period of ten (10) days from rejection of the recovery plan. Any failure by such responsible officers to reach agreement within such period shall be escalated promptly to the parties’ chief executive officers. Any agreed recovery plan and/or any agreement reached between the parties’ chief executive officers shall be incorporated into this Contract by amendment pursuant to Article 31 hereto, entitled Changes within five (5) days of such agreement. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. The original contracts have been filed separately with the SEC as part of the confidential treatment request. 7 November 2007 Inmarsat / Astrium Proprietary & Confidential Information Page: 19 G. If Inmarsat accepts the conclusion of the report, being a Positive Conclusion, or if Inmarsat rejects the conclusion of the report and the parties agree a recovery plan under sub-paragraphs D or E above, any failure to obtain or maintain a Key Authorisation identified in the report shall be deemed cured so long as the Contractor complies with any agreed recovery plan. H. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan such that the Contractor will be unable to deliver the Spacecraft within **** **** after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such date may be modified pursuant to Paragraph A of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESA, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes, Article 24 hereof, entitled Inmarsat’s Other Remedies for Breach, shall apply. I. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails for reasons other than due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan, the provisions of Paragraph D of Article 17 hereof, entitled Consequences of Force Majeure, shall apply. J. The remedies in this Article shall be Inmarsat’s exclusive remedy and shall be in lieu of any other remedies at law, in equity or under the Contract with respect to the Contractor’s failure to obtain and maintain any governmental authorisation.

Governmental Authorisations. A. The Contractor shall be responsible for obtaining and maintaining all governmental authorisations necessary for the performance of the Work. Inmarsat agrees to provide all reasonable assistance to the Contractor and its Subcontractors in obtaining and maintaining all such governmental authorisations. To the Contractor’s best knowledge at EDC, the The key authorisations required (“Key Authorisations”)required, and the dates by which they must be obtained obtained, are identified in Annex G hereto, entitled Governmental Authorisations (“Key Authorisations, which Annex will be updated **** after EDC. The Contractor shall not be responsible for obtaining and maintaining governmental authorisations necessary for the TDPs which shall instead be obtained and maintained by ESA in accordance with the ESA Contract”). B. The Contractor shall, at the end of **** from EDC, present a report to Inmarsat on the Key Authorisations. The report shall contain a detailed description of the Contractor’s progress in obtaining the Key Authorisations and shall present a conclusion as to whether the Contractor will fail to obtain or maintain any Key Authorisation such that the Contractor will be unable to deliver the any Spacecraft within **** after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such that date may be modified pursuant to Paragraph A B of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESACorrections in Unlaunched Spacecraft, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes (a “Negative Conclusion”) or whether it will not be prevented, by the need to obtain or maintain any Key Authorisation, from being able so to deliver (a “Positive Conclusion”). C. Inmarsat shall accept or reject the conclusion of the report within ten (10) days of receipt. D. If Inmarsat rejects the conclusion of the report, then, the Contractor shall, within ten (10) days of being notified of such rejection, present a written recovery plan to Inmarsat including corrective actions that the Contractor will take to circumvent the failure to obtain or maintain such Key Authorisation such as identification of alternative suppliers. If Inmarsat does not accept or reject the recovery plan within ten (10) days from receipt then the recovery plan shall be deemed to have been rejected. If Inmarsat accepts the recovery plan this Contract shall be deemed amended in accordance with the plan forthwith and Inmarsat shall confirm this by formal amendment to the Contract in accordance with the provisions of Article 31 hereto, entitled Changes, within thirty (30) days from receipt of the recovery plan. E. If the Contractor’s recovery plan is not acceptable to Inmarsat, then the responsible officers of Inmarsat and the Contractor identified in Article 40 hereof, entitled Responsible Officers shall discuss the plan in good faith in an effort to develop a plan acceptable to both parties within a period of ten (10) days from rejection of the recovery plan. Any failure by such responsible officers to reach agreement within such period shall be escalated promptly to the parties’ chief executive officers. Any agreed recovery plan and/or any agreement reached between the parties’ chief executive officers shall be incorporated into this Contract by amendment pursuant to Article 31 hereto, entitled Changes within five (5) days of such agreement. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. The original contracts have been filed separately with the SEC as part of the confidential treatment request. 7 November 2007 Inmarsat / Astrium Proprietary & Confidential Information Page: 19. G. If Inmarsat accepts the conclusion of the report, being a Positive Conclusion, or if Inmarsat rejects the conclusion of the report and the parties agree a recovery plan under sub-paragraphs D or E above, any failure to obtain or maintain a Key Authorisation identified in the report shall be deemed cured so long as the Contractor complies with any agreed recovery plan. . H. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan such that the Contractor will be unable to deliver the Spacecraft within **** **** after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such date may be modified pursuant to Paragraph A of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESA, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes, Article 24 hereof, entitled Inmarsat’s Other Remedies for Breach, shall apply. I. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails for reasons other than due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan, the provisions of Paragraph D of Article 17 hereof, entitled Consequences of Force Majeure, shall apply. J. The remedies in this Article shall be Inmarsat’s exclusive remedy and shall be in lieu of any other remedies at law, in equity or under the Contract with respect to the Contractor’s failure to obtain and maintain any governmental authorisation.

Governmental Authorisations. A. The Contractor shall be responsible for obtaining and maintaining all governmental authorisations necessary for the performance of the Work. Inmarsat agrees to provide all reasonable assistance to the Contractor and its Subcontractors in obtaining and maintaining all such governmental authorisations. To the Contractor’s best knowledge at EDC, the The key authorisations required (“Key Authorisations”)required, and the dates by which they must be obtained obtained, are identified in Annex G hereto, entitled Governmental Authorisations (“Key Authorisations, which Annex will be updated **** after EDC. The Contractor shall not be responsible for obtaining and maintaining governmental authorisations necessary for the TDPs which shall instead be obtained and maintained by ESA in accordance with the ESA Contract”). B. The Contractor shall, at the end of **** from EDC, present a report to Inmarsat on the Key Authorisations. The report shall contain a detailed description of the Contractor’s progress in obtaining the Key Authorisations and shall present a conclusion as to whether the Contractor will fail to obtain or maintain any Key Authorisation such that the Contractor will be unable to deliver the any Spacecraft within **** after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such that date may be modified pursuant to Paragraph A B of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESACorrections in Unlaunched Spacecraft, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes (a “Negative Conclusion”) or whether it will not be prevented, by the need to obtain or maintain any Key Authorisation, from being able so to deliver (a “Positive Conclusion”). C. Inmarsat shall accept or reject the conclusion of the report within ten (10) days of receipt. D. If Inmarsat rejects the conclusion of the report, then, the Contractor shall, within ten (10) days of being notified of such rejection, present a written recovery plan to Inmarsat including corrective actions that the Contractor will take to circumvent the failure to obtain or maintain such Key Authorisation such as identification of alternative suppliers. If Inmarsat does not accept or reject the recovery plan within ten (10) days from receipt then the recovery plan shall be deemed to have been rejected. If Inmarsat accepts the recovery plan this Contract shall be deemed amended in accordance with the plan forthwith and Inmarsat shall confirm this by formal amendment to the Contract in accordance with the provisions of Article 31 hereto, entitled Changes, within thirty (30) days from receipt of the recovery plan. E. If the Contractor’s recovery plan is not acceptable to Inmarsat, then the responsible officers of Inmarsat and the Contractor identified in Article 40 hereof, entitled Responsible Officers shall discuss the plan in good faith in an effort to develop a plan acceptable to both parties within a period of ten (10) days from rejection of the recovery plan. Any failure by such responsible officers to reach agreement within such period shall be escalated promptly to the parties’ chief executive officers. Any agreed recovery plan and/or any agreement reached between the parties’ chief executive officers shall be incorporated into this Contract by amendment pursuant to Article 31 hereto, entitled Changes within five (5) days of such agreement. * Portions . F. If Inmarsat accepts the conclusion of this document marked with *the report, being a Negative Conclusion, or if Inmarsat has rejected the conclusion of the report and the chief executive officers are unable to agree upon an acceptable recovery plan within a further ten (10) days from escalation to the chief executive officers under sub-paragraph (3) above, Inmarsat shall issue forthwith a written notice to the Contractor of *** and either: 1. if the failure to obtain or maintain any Key Authorisation is due to the Contractor’s default or lack of due diligence, Article 24 hereof, entitled Inmarsat’s Other Remedies for Breach, shall apply; or 2. if the failure to obtain or maintain any Key Authorisation is for reasons other than due to the Contractor’s default or lack of due diligence then the Contractor shall refund any and all monies paid to it by Inmarsat following which neither Inmarsat nor the Contractor shall have been omitted pursuant any further liability to a request for confidential treatment submitted with the SEC. The original contracts have been filed separately with the SEC as part each other in respect of the confidential treatment request. 7 November 2007 Inmarsat / Astrium Proprietary & Confidential Information Page: 19performance of Work. G. If Inmarsat accepts the conclusion of the report, being a Positive Conclusion, or if Inmarsat rejects the conclusion of the report and the parties agree a recovery plan under sub-paragraphs D or E above, any failure to obtain or maintain a Key Authorisation identified in the report shall be deemed cured so long as the Contractor complies with any agreed recovery plan. H. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan such that the Contractor will be unable to deliver the any Spacecraft within **** (**** ) days after the due date for delivery specified in Article 4 hereof, entitled Performance Schedule, as such that date may be modified pursuant to Paragraph A B of Article 12 hereof, entitled ESA Access and IPR Rights and Delivery of TDPs by ESACorrections in Unlaunched Spacecraft, Article 17 hereof, entitled Consequences of Force Majeure, or Article 31 hereof, entitled Changes, Article 24 hereof, entitled Inmarsat’s Other Remedies for Breach, shall apply. I. If following the acceptance of a Positive Conclusion or the agreement of a recovery plan under Paragraph G above, the Contractor fails for reasons other than due to its default or lack of due diligence to obtain or maintain any other governmental authorisation or to comply with the agreed recovery plan, the provisions of Paragraph D of Article 17 hereof, entitled Consequences of Force Majeure, shall applyapply provided that (1) the Contractor’s liability for liquidated damages which accrue prior to a declaration by Inmarsat that the Contract be discharged, shall be reduced by *** (***) percent if and to the extent that such liquidated damages are payable as a result of such failure, and (2) if Inmarsat declares that the Contract is discharged, the amount to which the Contractor is entitled will be *** by the amount of *** paid prior to such discharge under Paragraph I(1) above. J. The remedies in this Article shall be Inmarsat’s exclusive remedy and shall be in lieu of any other remedies at law, in equity or under the Contract with respect to the Contractor’s failure to obtain and maintain any governmental authorisation.