Downtime Condition Definition Sample Clauses

Downtime Condition Definition. (a) On or promptly following each anniversary of the Start of Production Date, the total Downtime for all Downtime Vehicles shall be calculated by the Parties with respect to the year ending on the date immediately prior to such anniversary of the Start of Production Date. If [***] or more of the Downtime Vehicles had more than [***] of Downtime during such year, such Downtime will be a Cancellation Condition (the “Downtime Condition”). (b) Cure of the Downtime Condition shall apply when all of the following events occur: (w) identify the issue causing the Downtime Condition, (x) determine a solution to resolve such underlying issue and develop a plan to implement such solution, (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 and (z) implement such solution; provided, that if, following such implementation, the same underlying issue reoccurs, the Parties will treat such reoccurrence as a failure of Rivian to cure such issue and Amazon shall have the right to exercise the Termination Remedy at any time during the [***] day period following the date of reoccurrence.
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