Common use of Exercise of Call Right Clause in Contracts

Exercise of Call Right. Buyer shall use its reasonable best efforts, from and after the Closing, to secure the consents, licenses, and other authorizations, whether from governments or private parties, and to establish such foreign legal presence and to fulfill such other conditions, as are necessary in order to permit Buyer to acquire the Call Assets; provided, however, that this obligation shall not require that Buyer permit third parties to own a portion of any subsidiaries of Buyer unless Buyer otherwise agrees to such ownership. Prior to the receipt of all such material consents, licenses, and authorizations and the establishment of any necessary foreign presence, Buyer shall not be obligated to exercise the Call Right with respect to any or all of the Call Jurisdictions or with respect to the Satellite Rights, nor shall Buyer be obligated to exercise all the Call Rights at one time; rather, Buyer may exercise the Call Right in each Call Jurisdiction and with respect to the Satellite Rights separately, from time to time, and at any time prior to the Expiration Date subject to the immediately following provision. Upon the receipt of all material consents, licenses and authorizations and the establishment of any necessary foreign presence in any Call Jurisdiction or with respect to all the Satellite Rights connected with a particular third-party satellite contract, Buyer shall be obligated to proceed expeditiously with the exercise of the Call Right with respect to such Call Jurisdiction or Satellite Rights. The exercise price of the Call Right, other than with respect to Satellite Rights, in each Call Jurisdiction shall be $1.00 plus the net book value of the Call Assets in the applicable Call Jurisdiction(s) on the effective date of the exercise of the Call Right for such Call Jurisdiction. The exercise of the Call Right with respect to the Satellite Rights shall only be permitted if made with respect to all Satellite Rights under a particular global satellite contract as set forth on Schedule 5.2(b), and the exercise price shall be $1 plus the assumption of all obligations of Seller with respect to such contract. The exercise of a Call right shall be effected by Buyer through the delivery of ten days written notice to Seller. The Call Assets shall be transferred via a Call Asset Transfer Agreement in substantially the form attached as Exhibit J hereto. Upon the exercise of a Call Right, a Local Network Services Agreement for the respective Call Jurisdiction substantially in the form of Exhibit G attached hereto, or a comparable agreement containing substantially the same terms as a Local Network Services Agreement with respect to Satellite Rights as agreed by the Parties, will be executed by the appropriate Seller Subsidiaries and Buyer Subsidiaries.

Exercise of Call Right. Buyer shall use its reasonable best efforts, from and after the Closing, to secure the consents, licenses, and other authorizations, whether from governments or private parties, and to establish such foreign legal presence and to fulfill such other conditions, as are necessary in order to permit Buyer to acquire the Call Assets; provided, however, that this obligation shall not require that Buyer permit third parties to own a portion of any subsidiaries of Buyer unless Buyer otherwise agrees to such ownership. Prior to the receipt of all such material consents, licenses, and authorizations and the establishment of any necessary foreign presence, Buyer shall not be obligated to exercise the Call Right with respect to any or all of the Call Jurisdictions or with respect to the Satellite Rights, nor shall Buyer be obligated to exercise all the Call Rights at one time; rather, Buyer may exercise the Call Right in each Call Jurisdiction and with respect to the Satellite Rights separately, from time to time, and at any time prior to the Expiration Date subject to the immediately following provision. Upon the receipt of all material consents, licenses and authorizations and the establishment of any necessary foreign presence in any Call Jurisdiction or with respect to all the Satellite Rights connected with a particular third-party satellite contract, Buyer shall be obligated to proceed expeditiously with the exercise of the Call Right with respect to such Call Jurisdiction or Satellite Rights. The exercise price of the Call Right, other than with respect to Satellite Rights, in each Call Jurisdiction shall be $1.00 plus the net book value of the Call Assets in the applicable Call Jurisdiction(s) on the effective date of the exercise of the Call Right for such Call Jurisdiction. The exercise of the Call Right with respect to the Satellite Rights shall only be permitted if made with respect to all Satellite Rights under a particular global satellite contract as set forth on Schedule 5.2(b), and the exercise price shall be $1 plus the assumption of all obligations of Seller with respect to such contract. The exercise of a Call right shall be effected by Buyer through the delivery of ten days written notice to Seller. The Call Assets shall be transferred via a Call Asset Transfer Agreement in substantially the form attached as Exhibit J hereto. Upon the exercise of a Call Right, a Local Network Services Agreement for the respective Call Jurisdiction substantially in the form of Exhibit G attached hereto, or a comparable agreement containing substantially the same terms as a Local Network Services Agreement with respect to Satellite Rights as agreed by the Parties, hereto will be executed by the appropriate Seller Subsidiaries and Buyer Subsidiaries.