Common use of INEXCUSABLE DELAY Clause in Contracts

INEXCUSABLE DELAY. 13.1 If any Aircraft is not delivered [*****] its Scheduled Delivery Date month for any reason other than an Excusable Delay as defined in Clause 12.1, such delay in delivery shall be deemed an “Inexcusable Delay” for the purposes of this Clause. 13.2 Buyer shall have the right to claim the liquidated damages specified below in respect of any Aircraft subject to an Inexcusable Delay and the parties agree that such liquidated damages are a reasonable estimate of the amount of damages Buyer would suffer in the event of an Inexcusable Delay. Seller shall pay to Buyer as liquidated damages an amount determined in accordance with the below table per day of Inexcusable Delay commencing on the [*****] after the last day of the Scheduled Delivery Date month and continuing for each additional day thereafter through the earliest of (i) the actual Delivery Date of any such Aircraft, (ii) the date on which Buyer improperly refuses or delays acceptance of any such Aircraft, or (iii) [*****] after the last day of the Scheduled Delivery Month; provided; that, in no event shall Seller be liable to Buyer for damages with respect to any Aircraft in excess of [*****] additional liquidated damages payable pursuant to Clause 18.4(ii) hereof. [*****] 13.3 In the event the delivery of any Aircraft is delayed by more than [*****] after the last day of its Scheduled Delivery Date month, and such delay is due to Inexcusable Delay, Buyer shall have the right to terminate this Contract with, and solely, with respect to such undelivered Aircraft, which termination shall be effective by providing Seller with written notice of its intent to so terminate within [*****] after the expiration of such [*****] period. Any termination under this Clause 13.3 shall discharge the parties of all obligations and liabilities (excluding any liquidated damages payable by Seller in accordance with the terms of this Clause 13) with, and solely with, respect to such undelivered Aircraft, services, data or other items applicable thereto and to be furnished hereunder. Seller shall pay to Buyer an amount equal to [*****] (with interest at a default per annum rate equal to [*****] up to the maximum amount permitted by applicable laws, such interest being calculated on a daily basis) received from Buyer hereunder with, and solely with, respect to such undelivered Aircraft for which this Contract is so terminated, less an amount corresponding to the expenses incurred to Seller in supplying to Buyer the product support services relating to such undelivered Aircraft. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 13.4 Buyer acknowledges and agrees that the remedies as provided in this Clause 13 are its sole and exclusive remedies with respect to Seller’s failure to deliver any Aircraft (by virtue of Inexcusable Delay) as scheduled and that any payments made pursuant to this Clause are in full and final settlement of all claims, liabilities and damages for late delivery of any Aircraft (by virtue of Inexcusable Delay) or failure to deliver any Aircraft (by virtue of Inexcusable Delay) and that in no event shall Seller be liable to Buyer for any consequential loss or damage. 13.5 Buyer shall not be entitled to terminate its obligations to accept and pay for any Aircraft by reason of any delay in delivery except as provided in this Clause 13 or in Clause 12 (Excusable Delay).

INEXCUSABLE DELAY. 13.1 If any Aircraft is not delivered [*****] its Scheduled Delivery Date month for any reason other than an Excusable Delay as defined in Clause 12.1, such delay in delivery shall be deemed an “Inexcusable Delay” for the purposes of this Clause. 13.2 Buyer shall have the right to claim the liquidated damages specified below in respect of any Aircraft subject to an Inexcusable Delay and the parties agree that such liquidated damages are a reasonable estimate of the amount of damages Buyer would suffer in the event of an Inexcusable Delay. Seller shall pay to Buyer as liquidated damages an amount determined in accordance with the below table per day of Inexcusable Delay commencing on the [*****] after the last day of the Scheduled Delivery Date month and continuing for each additional day thereafter through the earliest of (i) the actual Delivery Date of any such Aircraft, (ii) the date on which Buyer improperly refuses or delays acceptance of any such Aircraft, or (iii) [*****] after the last day of the Scheduled Delivery Month; provided; that, in no event shall Seller be liable to Buyer for damages with respect to any Aircraft in excess of [*****] additional liquidated damages payable pursuant to Clause 18.4(ii) hereof. [*****] [*****] [*****] [*****] 13.3 In the event the delivery of any Aircraft is delayed by more than [*****] after the last day of its Scheduled Delivery Date month, and such delay is due to Inexcusable Delay, Buyer shall have the right to terminate this Contract with, and solely, with respect to such undelivered Aircraft, which termination shall be effective by providing Seller with written notice of its intent to so terminate within [*****] after the expiration of such [*****] period. Any termination under this Clause 13.3 shall discharge the parties of all obligations and liabilities (excluding any liquidated damages payable by Seller in accordance with the terms of this Clause 13) with, and solely with, respect to such undelivered Aircraft, services, data or other items applicable thereto and to be furnished hereunder. Seller shall pay to Buyer an amount equal to [*****] (with interest at a default per annum rate equal to [*****] up to the maximum amount permitted by applicable laws, such interest being calculated on a daily basis) received from Buyer hereunder with, and solely with, respect to such undelivered Aircraft for which this Contract is so terminated, less an amount corresponding to the expenses incurred to Seller in supplying to Buyer the product support services relating to such undelivered Aircraft. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 13.4 Buyer acknowledges and agrees that the remedies as provided in this Clause 13 are its sole and exclusive remedies with respect to Seller’s failure to deliver any Aircraft (by virtue of Inexcusable Delay) as scheduled and that any payments made pursuant to this Clause are in full and final settlement of all claims, liabilities and damages for late delivery of any Aircraft (by virtue of Inexcusable Delay) or failure to deliver any Aircraft (by virtue of Inexcusable Delay) and that in no event shall Seller be liable to Buyer for any consequential loss or damage. 13.5 Buyer shall not be entitled to terminate its obligations to accept and pay for any Aircraft by reason of any delay in delivery except as provided in this Clause 13 or in Clause 12 (Excusable Delay).