Battery Range Condition Definition Sample Clauses

Battery Range Condition Definition. (a) On (i) each February 1 of each calendar year, with respect to a January Cohort and (ii) each August 1 of each calendar year, with respect to a July Cohort, but in each case no earlier than the date that is [***] following the Start of Production Date, the Parties shall determine whether the Battery Performance Vehicles in all tested Battery Performance Cohorts (i.e., all Battery Performance Cohorts that are January Cohorts or all Battery Performance Cohorts that are July Cohorts, as applicable) meet the minimum range of performance for such Battery Performance Vehicles (based on the applicable year following delivery of the applicable Battery Performance Vehicles) in accordance with Attachment 1 (the “Battery Range Test”). A Cancellation Condition will be triggered upon the occurrence of the following (“Battery Range Condition”): (1) If, at any time prior to the existence of six test-eligible Battery Performance Cohorts, the average range of the Batteries in the Battery Performance Vehicles in a single Battery Performance Cohort fails the Battery Range Test; (2) If, at any time prior to the existence of eleven test-eligible Battery Performance Cohorts, the average range of the Batteries in the Battery Performance Vehicles in two or more Battery Performance Cohorts in a calendar year fail the Battery Range Test; or (3) thereafter, if , the average range of the Batteries in the Battery Performance Vehicles in [***] or more Battery Performance Cohorts (with respect to the June Cohort, taking into account failed Battery Performance Cohorts in the January Cohort in the same calendar year that have not been cured), fail the Battery Range Test. (b) Cure of a Battery Range Condition or Battery Range Cohort shall apply when Rivian has completed all of the following : (w) identify the issue(s) causing the Battery Range Condition, (x) determine a solution(s) to resolve such underlying issue(s) and develop a plan to implement such solution(s), (y) provide Amazon with such plan and demonstrate via simulation (such as digital analysis or accelerated bench lab), proving grounds testing or other applicable method(s) the efficacy of such solution(s) and (z) implement such solution(s); provided, that if, following such implementation, the same underlying issue(s) reoccurs, the Parties will treat such reoccurrence as a failure of Rivian to cure such issue(s) and Amazon shall have the right to exercise the Termination Remedy at any time during the [***] period following t...
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