Common use of Satellite Clause in Contracts

Satellite. Boeing warrants that the Satellite to be delivered under this Contract shall be free from Non-Conformances in materials or workmanship and shall conform to the applicable specifications and requirements as specified by Exhibit B (Satellite and Common Subsystem Technical Specification) and Exhibit B2 (F-2 (Satmex 7) Payload and Satellite Unique Technical Specification) (as modified by any waiver and/or deviation pursuant to Article 7.4 (Waivers and Deviations)). This warranty shall begin at Preliminary Acceptance and end at Intentional Ignition (or in the event of a Terminated Ignition, shall reattach upon Boeing reacquiring risk of loss as provided in Article 12.1 (Satellite), and then shall end upon any subsequent Intentional Ignition). This warranty shall expire one year after Preliminary Acceptance for a Satellite or upon Intentional Ignition, whichever comes first, unless the warranty is extended through a Major Change Order pursuant to Article 24.1 (Material Changes Requested by Customer) in connection with post-Delivery storage of a Satellite as contemplated under Article 34.4 (Storage Prices). After completion of the PSR, Boeing’s only liability under the preceding sentences shall be as and to the extent set forth in Article 7.8 (Correction of Non-Conformances after PSR) and Article 12.1 (Satellite) (in the event, and to the extent, of a Terminated Ignition). AFTER INTENTIONAL IGNITION OF THE LAUNCH VEHICLE FOR THE SATELLITE, UNLESS AND TO THE EXTENT OF A TERMINATED IGNITION WHERE BOEING RE-ACQUIRES TITLE AND RISK OF LOSS FOR THE SATELLITE AS PROVIDED IN ARTICLE 12.1 (SATELLITE), NEITHER BOEING NOR ITS SUPPLIERS OR AGENTS AT ANY TIER SHALL HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER WITH RESPECT TO SUCH SATELLITE’S DESIGN, WORKMANSHIP, CONFORMITY TO SPECIFICATION OR PERFORMANCE, INCLUDING ANY ASSISTANCE OR ADVICE (ACTUAL OR ATTEMPTED) PROVIDED OR OMITTED AS CONTEMPLATED BY ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES), ARTICLE 30 (CORRECTIVE MEASURES) AND ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE POLICY), ARISING FROM ANY CAUSE OR LEGAL THEORY WHATSOEVER, INCLUDING NEGLIGENCE OF ANY DEGREE, WHETHER ARISING BEFORE OR AFTER INTENTIONAL IGNITION, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN ARTICLE 11 (ORBITAL PERFORMANCE INCENTIVES), ARTICLE 22 (INTELLECTUAL PROPERTY INDEMNIFICATION) AND EXCEPT TO PROVIDE THE SERVICES SET FORTH IN ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES), ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE) AND ARTICLE 31 (RISK MANAGEMENT SERVICES).

Satellite. Boeing warrants that Title (free and clear of all Contractor-incurred liens and encumbrances of any kind) and risk of loss or damage to the Satellite shall pass from Contractor to be delivered under this Contract shall be free from Non-Conformances in materials or workmanship and shall conform to Purchaser at the applicable specifications and requirements as specified by Exhibit B (Satellite and Common Subsystem Technical Specification) and Exhibit B2 (F-2 (Satmex 7) Payload and Satellite Unique Technical Specification) (as modified by any waiver and/or deviation pursuant to Article 7.4 (Waivers and Deviations)). This warranty shall begin at Preliminary Acceptance and end at time of Intentional Ignition (or of the Launch Vehicle used for the Launch of the Satellite; provided, however, in the event of a Terminated IgnitionIgnition for the Satellite, shall reattach upon Boeing reacquiring title and risk of loss as provided in Article 12.1 (Satellite), or damage to the Satellite shall revert to Contractor upon such Terminated Ignition and then shall end again pass to Purchaser upon any the subsequent Intentional Ignition)Ignition of the Launch Vehicle used for Launch of the Satellite. This warranty Notwithstanding the foregoing, in no event shall expire one year after Preliminary Acceptance for a Purchaser be entitled to Launch or take title to the Satellite or upon Intentional Ignition, whichever comes first, unless the warranty is extended through a Major Change Order and until all amounts then-currently due to Contractor from Purchaser under this Contract have been paid to Contractor in full (unless such amounts are in dispute pursuant to Article 24.1 (Material Changes Requested by Customer) in connection with post-Delivery storage of a Satellite as contemplated under Article 34.4 (Storage Prices5.6). After completion of the PSRIn addition, BoeingPurchaser’s only liability under the preceding sentences right to take possession and/or title to Work-in-Process, Raw Materials and Finished Goods shall be as and subject to the extent terms and conditions as set forth in Article 7.8 (Correction of Non-Conformances after PSR) and Article 12.1 (Satellite) (in the event, and to the extent, of a Terminated Ignition)applicable Articles hereto. UPON AND AFTER INTENTIONAL IGNITION OF THE LAUNCH VEHICLE FOR THE SATELLITE, UNLESS AND TO THE EXTENT OF A TERMINATED IGNITION WHERE BOEING RE-ACQUIRES TITLE AND RISK OF LOSS FOR THE SATELLITE AS PROVIDED IN ARTICLE 12.1 (SATELLITE)HEREIN, NEITHER BOEING NOR ITS SUPPLIERS CONTRACTOR’S SOLE FINANCIAL RISK, AND THE SOLE AND EXCLUSIVE REMEDIES OF PURCHASER OR AGENTS AT ANY TIER SHALL HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER PARTY ASSOCIATED WITH PURCHASER, WITH RESPECT TO SUCH SATELLITE’S DESIGN, WORKMANSHIP, CONFORMITY THE USE OR PERFORMANCE OF THE SATELLITE (INCLUDING WITH RESPECT TO SPECIFICATION OR PERFORMANCE, INCLUDING ANY ASSISTANCE OR ADVICE (ACTUAL OR ATTEMPTED) PROVIDED CLAIMED DEFECT CAUSED OR OMITTED AS CONTEMPLATED ALLEGED TO BE CAUSED AT ANY TIME BY ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES), ARTICLE 30 (CORRECTIVE MEASURES) AND ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE POLICY), ARISING FROM CONTRACTOR’S OR ANY CAUSE OR LEGAL THEORY WHATSOEVER, INCLUDING OF ITS SUBCONTRACTORS’ NEGLIGENCE OF ANY DEGREE) SHALL BE AS SET FORTH IN ARTICLES 13, WHETHER ARISING BEFORE OR AFTER INTENTIONAL IGNITION15.2, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED 19, AND 35.2, IN ARTICLE 11 (ORBITAL PERFORMANCE INCENTIVES), ARTICLE 22 (INTELLECTUAL PROPERTY INDEMNIFICATION) AND EXCEPT ALL CASES SUBJECT TO PROVIDE THE SERVICES LIMITATION OF LIABILITY SET FORTH IN ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES)30. In the event of a Terminated Ignition, ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE) AND ARTICLE 31 (RISK MANAGEMENT SERVICES)Contractor shall inspect the Satellite and provide Purchaser with a report on the condition of the Satellite along with a recommendation for repair or replacement, if any is required. Thereafter, Purchaser shall direct Contractor pursuant to Article 16.1 as to how to proceed with any required or desired repairs or storage.

Satellite. Boeing warrants that the Satellite to be delivered under this Contract shall be free from Non-Conformances in materials or workmanship and shall conform to the applicable specifications and requirements as specified by Exhibit B (Satellite and Common Subsystem Technical Specification) and Exhibit B2 (F-2 (Satmex 7) Payload and Satellite Unique Technical Specification) (as modified by any waiver and/or deviation pursuant to Article 7.4 (Waivers and Deviations)). This warranty shall begin at Preliminary Acceptance and end at Intentional Ignition (or in the event of a Terminated Ignition, shall reattach upon Boeing reacquiring risk of loss as provided in Article 12.1 (Satellite), and then shall end upon any subsequent Intentional Ignition). This warranty shall expire one year after Preliminary Acceptance for a Satellite or upon Intentional Ignition, whichever comes first, unless the warranty is extended through a Major Change Order pursuant to Article 24.1 (Material Changes Requested by Customer) in connection with post-Delivery storage of a Satellite as contemplated under Article 34.4 (Storage Prices). After completion of the PSR, Boeing’s only liability under the preceding sentences shall be as and to the extent set forth in Article 7.8 (Correction of Non-Conformances after PSR) and Article Article 12.1 (( Satellite) (in the event, and to the extent, of a Terminated Ignition). AFTER INTENTIONAL IGNITION OF THE LAUNCH VEHICLE FOR THE SATELLITE, UNLESS AND TO THE EXTENT OF A TERMINATED IGNITION WHERE BOEING RE-ACQUIRES TITLE AND RISK OF LOSS FOR THE SATELLITE AS PROVIDED IN ARTICLE 12.1 (SATELLITE), NEITHER BOEING NOR ITS SUPPLIERS OR AGENTS AT ANY TIER SHALL HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER WITH RESPECT TO SUCH SATELLITE’S DESIGN, WORKMANSHIP, CONFORMITY TO SPECIFICATION OR PERFORMANCE, INCLUDING ANY ASSISTANCE OR ADVICE (ACTUAL OR ATTEMPTED) PROVIDED OR OMITTED AS CONTEMPLATED BY ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES), ARTICLE 30 (CORRECTIVE MEASURES) AND ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE POLICY), ARISING FROM ANY CAUSE OR LEGAL THEORY WHATSOEVER, INCLUDING NEGLIGENCE OF ANY DEGREE, WHETHER ARISING BEFORE OR AFTER INTENTIONAL IGNITION, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN ARTICLE 11 (ORBITAL PERFORMANCE INCENTIVES), ARTICLE 22 (INTELLECTUAL PROPERTY INDEMNIFICATION) AND EXCEPT TO PROVIDE THE SERVICES SET FORTH IN ARTICLE 17.3 (SATELLITE NON-CONFORMANCES AND ANOMALIES), ARTICLE 31.1 (BOEING SUPPORT FOR CUSTOMER LAUNCH AND IN-ORBIT INSURANCE) AND ARTICLE 31 (RISK MANAGEMENT SERVICES).