Common use of CANCELLATION FOR DELAY Clause in Contracts

CANCELLATION FOR DELAY. 2.7.1 If the Sale of an Aircraft has not occurred by 5:00 p.m. New York time on the Final Sale Date as a result of: (a) the material breach by Buyer or any Buyer Related Person of its obligation(s) under any Sale Document except where such breach is caused by an act or omission of relevant Seller or any Seller Related Person; or (b) a failure by Buyer or any Buyer Related Person to provide any condition precedent which is within its reasonable control to any other party under any Sale Document (and where such other party has not caused in whole or in part such failure) except where such condition precedent has been waived or deferred in writing by the relevant party entitled thereto, or for any reason whatsoever other than the circumstances described in Article 2.7.2 and Article 2.7.3 below, then relevant Seller may at any time following such time, by service of written notice on Buyer, terminate this Agreement in as far as it relates to that Aircraft and any other Aircraft in respect of which the Sale has not already occurred. 2.7.2 If the Sale of an Aircraft has not occurred by 5:00 p.m. New York time on the Final Sale Date as a result of: (a) the material breach by relevant Seller or any Seller Related Person of its obligations under any Sale Document except where such breach is caused by an act or omission of Buyer or any Buyer Related Person; or (b) a failure by relevant Seller or any Seller Related Person to provide any condition precedent which is within its reasonable control to any other party under any Sale Document (and where such other party has not caused in whole or in part such failure) except where such condition precedent has been waived or deferred in writing by the relevant party entitled thereto, or for any other reason whatsoever other than the circumstances described in Article 2.7.1 above and Article 2.7.3 below, then Buyer may at any time following such time, by service of written notice on relevant Seller, terminate this Agreement in as far as it relates to that Aircraft and any other Aircraft in respect of which the Sale has not already occurred. 2.7.3 If the Sale of an Aircraft has not occurred by 5:00 p.m. New York time on the Final Sale Date due to: (a) the occurrence of a Force Majeure Event; (b) the failure by the Lessee to enter into a Lease Transfer Agreement for the Lease related to that Aircraft or any condition precedent to the effective time thereunder not having been met, in each case to the extent not attributable to a failure by relevant Seller or Buyer. Relevant Seller and Buyer shall discuss in good faith an extension to the Final Sale Date for that Aircraft. If Seller and Buyer cannot agree on an extension to the Final Sale Date for that Aircraft or the Sale of that Aircraft has not occurred by 5:00 p.m. New York time on such extended Final Sale Date then this Agreement shall terminate in as far as it relates to that Aircraft, but this Agreement shall continue in full force and effect for the remaining Aircraft. 2.7.4 In the case of a termination under this Article 2.7, none of the parties will have any further obligation or liability to the others in respect of the relevant Aircraft except in respect of any breach of its obligations under any Sale Document prior to such termination, any obligations expressed to survive such termination, and the obligation of Seller to make any payment to the Buyer in accordance with Article 3.2., but this Agreement shall continue in full force and effect for the remaining Aircraft (if any).