Common use of Contract variations Clause in Contracts

Contract variations. A. its consent to a Contract Variation requested by the Purchaser; and provided -------- further, that Purchaser will not unreasonably withhold its consent to a Contract ------- Variation requested by the Contractor so long as such Contract Variation does not affect the Contract Price, any Upgrade Price, the Scheduled System RFS Date, the Scheduled Segment S RFS Date, any Scheduled Upgrade Date, any warranties or the Performance Standards. B. A Contract Variation shall not become effective unless and until the price adjustment, the terms and schedule of payment and the extension of time and all other terms have been mutually agreed upon by the Parties (and the Parties shall act reasonably and in good faith in connection with all such terms) and such Contract Variation is signed by an authorized representative of each Party. Each Contract Variation shall be incorporated as an amendment to the Contract. C. Contractor may seek a Contract Variation for any change, after the date hereof, of any Law (except, and to the extent, affecting Taxes or wages) which requires a change in the Work or the Upgrade Work or affects the costs (other than wages) incurred or to be incurred by the Contractor or any combination of the foregoing and Purchaser shall agree to any such change in Work or Upgrade Work as may be required and to an equitable adjustment to the Contract Price or the applicable Upgrade Price. As of the date hereof, neither Party has Actual Knowledge of any proposed change in any Law that would require a change in the Work or the Upgrade Work. D. The Parties will execute a Contract Variation to confirm the actual amount of the Variable Component, after final adjustment, if any, pursuant to Sub-Article 4(A)(1) hereof. E. The Initial Contract Price is based on the assumption that Contractor will acquire ownership of land and build, on such land, two cable stations in Japan and two cable stations in the United States. To the extent that such assumption is incorrect (if, for example, the Contractor shall lease space in one or more existing cable stations) both Parties will agree to an equitable adjustment, up or down, to the Contract Price and the terms and schedule of payments. The Contractor will consult with, and obtain the consent of the Purchaser (not to be unreasonably withheld or delayed) regarding the location of cable stations and whether to acquire, build, or lease such cable stations. Any lease for space in a cable station shall be reasonably satisfactory in form and substance to the Purchaser.

Contract variations. A. Either Party may request, during construction of the System or any System Upgrade, by written order, a contract variation ("Contract Variation") requiring additions or alterations to, deviations or deductions from the System or System Upgrade. If the other Party consents, in its sole discretion, this change will be formalized as an amendment to this Contract by a Contract Variation; provided, that the Contractor will not unreasonably withhold its consent to a Contract Variation requested by the Purchaser; and provided -------- further, that Purchaser will not unreasonably withhold its consent to a Contract ------- Variation requested by the Contractor so long as such Contract Variation does not affect the Contract Price, any Upgrade Price, the any Scheduled System RFS Date, the Scheduled Segment S RFS Date, any Scheduled Upgrade Date, any warranties or the Performance Standards. B. A Contract Variation shall not become effective unless and until the price adjustment, the terms and schedule of payment and the extension of time and all other terms have been mutually agreed upon by the Parties (and the Parties shall act reasonably and in good faith in connection with all such terms) and such Contract Variation is signed by an authorized representative of each Party. Each Contract Variation shall be incorporated as an amendment to the Contract. C. Contractor may seek a Contract Variation for any change, after the date hereof, of any Law (exceptexcept those, and to the extent, affecting only Taxes or wages) which requires a change in the Work or the Upgrade Work or affects the costs (other than wages) incurred or to be incurred by the Contractor or any combination of the foregoing and Purchaser shall agree to any such change in Work or Upgrade Work as may be required and to an equitable adjustment to the Contract Price or the applicable Upgrade Price; provided, that the Contractor shall not be entitled to any increase in the Contract Price for any change of Law resulting from any act or omission of Contractor. As of the date hereof, neither Party has Actual Knowledge of any proposed change in any Law that would require a change in the Work or the Upgrade Work. D. The Initial Contract Price is based on the assumption that the SDH low speed interconnect configuration shall be as set forth in the System Description section of the Technical Volume. Purchaser may elect to change such configuration by eliminating, replacing or adding optical interfaces and SDH equipment each with respect to one or more Segments, where all such elections (i.e. eliminations, replacements or additions of optical interfaces) to such interconnect configuration shall be implemented using equipment as listed in the Provisioning Schedule or as otherwise mutually agreed by the Parties. If Purchaser makes any such election, both Parties will execute a shall agree to an equitable adjustment, up or down, based on the prices set forth in the Provisioning Schedule, to the Contract Variation to confirm Price and/or the Scheduled RFS Date, as necessary for each such election. The equitable adjustment shall take into account the actual amount of the Variable Componentcosts incurred by Contractor, after final adjustmentincluding but not limited to, if any, pursuant to Sub-Article 4(A)(1) hereof.costs associated with canceling firm commitments. 27 24 E. The Initial Contract Price is based on the assumption that the land provided by Purchaser for the Ajigaura Cable Station is adequate for the construction of a cable station. If Contractor and Purchaser determine that such land is not adequate for construction of a cable station, Contractor and Purchaser agree to negotiate, in good faith, a Contract Variation, which will provide for Contractor to acquire ownership of suitable land and build, on such land, two cable stations in Japan and two cable stations in the United States. To near vicinity of the extent existing PC-1 cable station in Ajigaura so that such assumption PC-1 cable station and the proposed Ajigaura Cable Station may be appropriately connected by Contractor at a reasonable cost. Such Contract Variation will provide for an equitable adjustment to the Contract Price and/or the Scheduled Phase 1B RFS Date, as necessary. F. The Initial Contract Price is incorrect (ifbased on the configuration set forth in Exhibit A. Purchaser, at its option, may elect to change such configuration, including but not limited to, for example, by eliminating any landing in mainland China and the Contractor shall lease space Qingdao Cable Station, by the Purchaser provision of the Taean Cable Station, or by moving the Phase 1B landing site in one or more existing cable stations) Japan from Ajigaura to Maruyama. If Purchaser makes any such election, both Parties will shall agree to an equitable adjustment, up or down, based on the prices set forth in the Provisioning Schedule, to the Contract Price and and/or the terms and schedule of paymentsScheduled RFS Date, as necessary for each such election. The equitable adjustment shall take into account the actual costs incurred by Contractor, including but not limited to, costs associated with canceling firm commitments. G. The Initial Contract Price is based on the assumption that conventional Forward Error Correction ("FEC"), as more fully described in the Technical Volume, will initially be used for Phase 1A if the development of high gain FEC ("Super FEC"), as more fully described in the Technical Volume, is not completed in time, in the reasonable judgment of Contractor and Purchaser, to be used for Phas▇ ▇▇. ▇▇nventional FEC may also be used for up to 80Gb/s capacity in Phase 1B, if Super FEC is not available at the time. Conventional FEC equipment provided either in Phase 1A or Phase 1B will be replaced with Super FEC equipment, as required to meet Performance Requirements, when such equipment becomes available within a time frame to be mutually agreed upon by Purchaser and Contractor. The replacement of conventional FEC with Super FEC, on Phase 1A and/or Phase 1B if required, will be at Contractor's sole cost and expense. In implementing Super FEC, as required, Contractor will consult withnot impair service of existing System traffic. If necessary, Contractor, upon receiving authorization from Purchaser, will arrange for the rerouting of traffic on a service path on the installed System to a protection path on the installed System in order to implement the System Upgrade so as not to incur traffic disruption. Contractor will remove and obtain will retain all Conventional FEC equipment that is replaced with Super FEC. H. This Contract contemplates that Contractor will acquire all Access Rights for the consent System (except for the land used for the Other Facilities and for the Ajigaura Cable Station) and upon acceptance of the Segment or Phase containing such Access Rights pursuant to Article 9 hereof, title to such Access Rights will vest in Purchaser and risk of loss shall transfer, all in accordance with Article 9(F) hereof. If Purchaser reasonably determines that for any reason it is advantageous to Purchaser (not for example, for tax or regulatory reasons) for Purchaser to acquire ownership of any Access Rights (which may be as owner, lessee or easement holder, etc.) prior to such acceptance, then Contractor shall cause such ownership to be unreasonably withheld transferred to Purchaser rather than acquired or delayed) regarding held by Contractor. In each such case Contractor shall deliver an Indemnity and 28 25 Confirmation Agreement substantially in the location of cable stations and whether form attached as Exhibit M hereto. If Contractor obtains Actual Knowledge that such ownership would be advantageous to acquirePurchaser, build, or lease such cable stations. Any lease for space in a cable station shall be reasonably satisfactory in form and substance to the Contractor will promptly so notify Purchaser.

Contract variations. A. Either Party may request, during construction of the System or any System Upgrade, by written order (with a copy to the Independent Engineer), a contract variation requiring additions or alterations to, deviations or deductions from the System or System Upgrade ("Contract Variation"). If the other Party consents, in its consent sole discretion, this change will be formalized as an amendment to this Contract by a Contract Variation requested by the Purchaser; and provided -------- further, that Purchaser will not unreasonably withhold its consent to a Contract ------- Variation requested by the Contractor so long as such Contract Variation does not affect the Contract Price, any Upgrade Price, the Scheduled System RFS Date, the Scheduled Segment S RFS Date, any Scheduled Upgrade Date, any warranties or the Performance StandardsVariation. B. A Contract Variation shall not become effective unless and until the price adjustment, the terms and schedule of payment and the extension of time and all other terms have been mutually agreed upon by the Parties (and the Parties shall act reasonably and in good faith in connection with all such terms) and such Contract Variation is signed by an authorized representative of each Party. Each Contract Variation shall be incorporated as an amendment to the Contract. C. Contractor may seek a Contract Variation for any change, after the date hereof, of any Law (except, and to the extent, except those affecting only Taxes or wages) which requires a change in the Work or the Upgrade Work or affects the costs (other than wages) incurred or to be incurred by the Contractor or any combination of the foregoing and Purchaser shall agree to any such change in Work or Upgrade Work as may be required and to an equitable adjustment to the Contract Price or the applicable Upgrade Price. As of the date hereof, neither Party has Actual Knowledge of any proposed change in any Law that would require a change in the Work or the Upgrade Work. D. The Parties will execute a Contract Variation to confirm the actual amount of the Variable Component, after final adjustment, if any, pursuant to Sub-Article 4(A)(1) hereof. E. The Initial Contract Price is based on the assumption that Contractor will acquire ownership of land and build, on such land, or build two cable stations in Japan and two cable stations in the United States. To the extent that such assumption is incorrect (if, for example, the Contractor shall lease space in one cable station. If fewer or more existing cable stations) stations need to be built or acquired, both Parties will agree to an equitable adjustment, up or down, adjustment to the Contract Price and the terms and schedule of payments. The Contractor No extension of time will consult withbe granted solely because three cable stations will be built, and obtain the consent of unless the Purchaser consents thereto. E. Contractor may seek a Contract Variation to replace Germany as a landing site with a landing site in the Netherlands and, so long as (i) the Scheduled RFS Date is not delayed as a result thereof, (ii) the Contract Price is equitably increased, if necessary, by no more than $3,000,000 and (iii) it is reasonable to assume that the Netherlands landing license will be unreasonably withheld or delayed) regarding obtained by the location of cable stations and whether time required by the Financing Documents, the Purchaser shall agree to acquire, build, or lease such cable stations. Any lease for space in a cable station shall be reasonably satisfactory in form and substance to the PurchaserContract Variation.

Contract variations. A. Either Party may request, during construction of the System or any System Upgrade, by written order, a contract variation requiring additions or alterations to, deviations or deductions from the System or System Upgrade ("Contract Variation"). If the other Party consents, in its sole discretion, this change will be formalized as an amendment to this Contract by a Contract Variation; provided, that the Contractor will not -------- unreasonably withhold its consent to a Contract Variation requested by the Purchaser; and provided -------- further, that Purchaser will not unreasonably withhold ---------------- its consent to a Contract ------- Variation requested by the Contractor so long as such Contract Variation does not affect the Contract Price, any Upgrade Price, the Scheduled System RFS Date, the Scheduled Segment S RFS Date, any Scheduled Upgrade Date, any warranties or the Performance Standards. B. A Contract Variation shall not become effective unless and until the price adjustment, the terms and schedule of payment and the extension of time and all other terms have been mutually agreed upon by the Parties (and the Parties shall act reasonably and in good faith in connection with all such terms) and such Contract Variation is signed by an authorized representative of each Party. Each Contract Variation shall be incorporated as an amendment to the Contract. C. Contractor may seek a Contract Variation for any change, after the date hereofof execution and delivery of this Contract by both Parties, of any Law (except, and to the extent, affecting Taxes or wages) which requires a change in the Work or the Upgrade Work or affects the costs (other than wages) incurred or to be incurred by the Contractor or any combination of the foregoing and Purchaser shall agree to any such change in Work or Upgrade Work as may be required and to an equitable adjustment to the Contract Price or the applicable Upgrade Price. As of the date hereof, neither Party has Actual Knowledge of any proposed change in any Law that would require a change in the Work or the Upgrade Work. D. The Parties will execute a Contract Variation to confirm the actual amount of the Variable Component, after final adjustment, if any, pursuant to Sub-Article 4(A)(1) hereof. E. The Initial Contract Price is based on the assumption assumptions that (i) Contractor will acquire ownership of land and build, on such land, two cable stations in Japan Mexico and one cable station on the Pacific coast of Panama and will acquire additional land and will enlarge an existing cable station in the United States and (ii) the beach manhole to cable station distance with respect to the two cable stations in the United StatesMexico will be no more than four (4) miles in total. To the extent that such assumption is assumptions are incorrect (if, for example, the Contractor or the Purchaser shall lease space in one or more existing cable stations) both Parties will agree to an equitable adjustment, up or down, to the Contract Price and the terms and schedule of payments. The Contractor will consult with, and obtain the consent of the Purchaser (not to be unreasonably withheld or delayed) regarding the location of cable stations and whether to acquire, build, or lease such cable stations. Any lease for space in a cable station shall be reasonably satisfactory in form and substance to the Purchaser. The Initial Contract Price is also based on the assumption that the SDH low speed interconnect configuration shall be as set forth in the System Description section of the Technical Volume. Purchaser may elect to change such configuration by eliminating, replacing or adding STM-1 optical interfaces, SDH equipment, DS-3s and/or E1s, each with respect to one or more DLSs. If Purchaser makes such election, both Parties shall agree to an equitable adjustment, up or down, based on the prices set forth in the Provisioning Schedule, to the Contract Price and/or the Scheduled System RFS Date, as necessary. The equitable adjustment shall take into account the actual costs incurred by Contractor, such as costs associated with cancelling firm commitments.