Effect of Change Order. If any such Change Order or series of related Change Orders causes an increase or decrease in the cost of the Work, or in the time required for the completion of the Work to be provided herein, or otherwise affects any other provision of this Contract in any respect, an equitable adjustment (upward or downward) consistent with [Article 1.7] shall be made to the Contract Price (if the Parties have not agreed on a fixed price for the Change Order), the Delivery Schedule or both, and to such other provisions as may be affected ​. The Parties shall consider, negotiate and mutually agree to adjustments in a timely manner and this Contract shall be amended in accordance with [Article 28.0], Amendments. The Parties agree that certain elements of the design of the Customer Satellites and Ground Segment, including particularly those specifically identified as such in the Statement of Work and all ​, shall remain subject to further changes after EDC (the “In-Progress Design Elements”). Contractor will be entitled to an equitable adjustment (upward or downward) consistent with [Article 1.7] in the Contract Price (if the Parties have not agreed on a fixed price for the Change Order) ​, the Delivery Schedule or both, and to such other provisions as may be affected in connection with the In-Progress Design Elements, ​.

Proceeding with Change Order. Nothing in this [Article 16.0] shall excuse the Contractor from promptly proceeding with the additions, dispensations or changes specified in the Change Order. In the event the Parties fail to agree on an equitable adjustment (upward or downward) to the Contract Price ​, the Delivery Schedule or both, and to such other provisions as may be affected with respect to the proposed change, Customer may by Change Order direct the Contractor to proceed with the requested change, in which case, the Contractor shall proceed with the requested change in accordance with the Change Order. The Parties shall continue to negotiate the adjustments to the Contract, and pending completion of negotiations, Customer shall pay to the Contractor for the Work performed pursuant to the Change Order based upon Contractor’s good faith estimate of an equitable adjustment for the change and subsequent reconciliation. Customer shall set forth such good faith determination in the Change Order for the directed change, and shall make payments based on such amount, while the process to determine the equitable adjustments to the Contract are ongoing.

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.

Confirmation Order. A final, nonappealable Confirmation Order shall have been entered and is not subject to any stay, and, unless waived by [[Organization B:Organization]], the time to appeal the Confirmation Order or to seek review, rehearing, or certiorari with respect to the Confirmation Order must have expired, no appeal or petition for review, rehearing or certiorari with respect to the provisions of the Confirmation Order may be pending, and the Confirmation Order must otherwise be in full force and effect;

Court Order. Notwithstanding any contrary provision in this Agreement, the Escrow Agent shall disburse the Escrow Funds (or any portion thereof) in accordance with a notice from either ​ or Seller confirming to the Escrow Agent that accompanying the notice is a court order, along with a copy of the order and a written certification by the prevailing party attesting that such court order is final and non-appealable along with written instructions for payment to the relevant parties from an authorized Representative of the instructing party, pursuant to which the court has determined whether and to what extent ​ or Seller are entitled to the Escrow Funds (or any portion thereof), upon which certification and instructions the Escrow Agent may conclusively rely and shall have no responsibility to review the order to which such confirmation and instruction refers.

Final Order. This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof.

Prior to the beginning of each calendar quarter, Buyer shall provide to Supplier a written forecast of the number of Parts expected to be ordered in the following three (3) month period. Based on the forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and packaging of the Parts, in such quantities, in Supplier's reasonable judgment, that are required to fill forecasted orders during such period. Buyer shall reimburse Supplier for any Raw Materials which remain in Supplier’s possession following the termination of this Agreement or a decision of Buyer or an agreement of the Parties which render such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement shall be made at actual cost including appropriate overheads.

Order of Payment. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and # but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance, vesting and other benefits under this Agreement shall be payable either # in full, or # as to such lesser amount which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.

Domestic Relations Order. The Committee may permit accelerated payment of a [Section 409A] Award deferral to the extent necessary to comply with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B) of the Code), as provided in Treasury Regulation Section 1.409A-3(j)(4)(ii).

For the avoidance of doubt, changes of a type that would not require a Change Order under this [Article 16.0] if proposed by Customer also shall not require a Change Order if proposed by the Contractor unless Customer specifically requests a Change Order for the same. As in the case of changes proposed by Customer, any change to the Work proposed by the Contractor that does not require or result in a Change Order shall be recorded in an electronic log book maintained by the Contractor and to which Customer shall have access at all times.