Rejectable Offer; Decreased Value Clause Samples

Rejectable Offer; Decreased Value. If at the time of Redelivery of any --------------------------------- Transponder (other than a Redelivery pursuant to Section 8), the Satellite will (A) fail to meet the Residency Requirement for any reason other than an Emergency Relocation or an FCC Ordered Move or (B) be outside the Authorized Range due to the failure of STLC to pursue in a commercially reasonable manner authority to locate the Satellite in an orbital location for the Satellite within the Authorized Range, then, as the remedy for its failure to make an Acceptable Delivery, Lessee shall make the Rejectable Offer to Lessor in accordance with the immediately preceding paragraph, 52 except that if Lessor timely rejects the Rejectable Offer or fails timely to accept or reject such offer, then (1) Redelivery of the Satellite shall occur at the end of the Lease Term pursuant to Section 10(b), and (2) as the remedy for its failure to make an Acceptable Delivery Lessee shall pay to Lessor the Decreased Value Payment upon the later of the Reclelivery date or five (5) days after the Decreased Value of such Transponder is determined in accordance with the Appraisal Procedure (which procedure shall commence not later than 120 days prior to Redelivery if the existence of a condition requiring a payment of Decreased Value is ascertainable at such time or as soon thereafter as is reasonably possible if it not so ascertainable). If Lessor timely accepts the Rejectable Offer, then Lessee shall retain Control of the Transponders, and pay the applicable Offer Amount to Lessor on the last day of the Lease Term, together with any and all Rent due and owing; and concurrently, Lessor shall transfer title to such Transponder to Lessee as is, where is, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without any warranty, by executing and delivering to Lessee an instrument substantially in the form of Exhibit C to the Lease.