Failure to Achieve Milestones. (a) Without limiting Section 3.7, Section 3.8 or Section 15.2, if Seller does not, or Buyer in the exercise of its good faith judgment reasonably expects that Seller will not, achieve any Milestone by the corresponding Outside Date, then Buyer shall have the right, at any time thereafter until such Milestone is achieved, to require Seller to implement actions (including acceleration of the work being performed to achieve such Milestone, for example, by using additional shifts, overtime, additional crews or re-sequencing of such work, as applicable) to mitigate or remediate such schedule-related shortfall so as to cause the applicable Milestones to occur as soon as possible (and, if possible, by the corresponding Outside Date). Within ten
Failure to Achieve Milestones. 1.3.1 If, at any time, XXX becomes aware that it will not (or is unlikely to) achieve any Milestone by the Milestone Date, it shall as soon as reasonably practicable notify the Customer of the fact of the delay and summarise the reasons for it. EHI shall, as soon as possible and in any event not later than 10 Working Days after the initial notification, give the Customer full details in writing of the reasons and consequences of the delay, and whether the Supplier claims that the delay is due to an act or omission of the Customer.
1.3.2 Where EHI is responsible for the delay, then EHI shall submit a plan for the remediation of the delay to the Milestone when it becomes aware that it will fail to achieve the Milestone Date (“Correction Plan”).
1.3.3 The Correction Plan shall identify the issues arising out of the delay and the steps that the Supplier proposes to take to achieve the Milestone in accordance with this Contract and the Supplier shall be responsible for Achieving the Milestone in accordance with the Correction Plan.
1.3.4 If EHI would have been able to achieve the Milestone by its Milestone Date (or by a revised Milestone Date agreed pursuant to the Contract), but has failed to do so as a result of an act or omission of the Customer, then Supplier will be entitled to:
1.3.4.1 An extensions of time in order to manage such delay; and
1.3.4.2 Be entitled to recover the unavoidable additional costs associated with the delay; and
1.3.4.3 Not be in breach of this Order and have no liability for the delay; and
1.3.4.4 Consult with the Customer in order to reschedule the Milestones and agree a revised Implementation Plan.
1.3.5 The Customer shall not delay unreasonably when considering and determining the effect of a delay under this Schedule 3, in agreeing a change as a result, or agreeing alternative timescales.
Failure to Achieve Milestones. [...***...] prior to the end of each Stage, Genomatica shall provide WMOG with a status update indicating whether, in Genomatica’s good faith judgment, Genomatica believes that the milestone for such Stage will be met within the timeline for such Stage as set forth in Exhibit B. Should Genomatica be unable to achieve the milestone for a Stage within the timeline for such Stage (as may be extended under Section 3.1 or 4.2), WMOG shall have the right to terminate this Agreement immediately by giving Genomatica written notice, such notice to be given no later than thirty (30) days after the last day of the timeline for such Stage (as may be extended under Section 3.1 or 4.2). If WMOG does not terminate within such timeframe, the Parties will mutually agree upon a revised timeline and/or milestone. [...***...]. For clarity, upon termination of this Agreement under this Section 3.2, the subsequent Stage shall not commence and no further Stage costs will accrue.
Failure to Achieve Milestones. XXXX and City agree that failure to achieve the Project milestones in this Section by the dates set forth in the agreed upon Guaranteed Maximum Price proposals will cause damages to City and that actual damages from such harm are difficult to estimate accurately. Therefore, XXXX and City agree that XXXX and Surety are liable for and shall pay to City the amounts below per Day, on a cumulative basis, as liquidated damages and not as a penalty, for each and every Day or portion of a Day of delay beyond the milestone dates established in the approved Guaranteed Maximum Price proposals for the Project. XXXX and City agree that the amounts of liquidated damages fixed in this Section are reasonable forecasts of just compensation for harm to City resulting from XXXX’x failure to achieve the milestones set forth herein. These liquidated damages shall be City’s sole remedy for damages from delay by XXXX except that City shall be entitled to recover all of its actual, direct and consequential damages in the event liquidated damages are determined to be unenforceable, and City shall also be entitled to City’s remedies under Article 14 of the General Conditions. Liquidated damages for each of the Project milestones are as follows:
6.2.1 [TO BE PROVIDED AT A LATER DATE]
Failure to Achieve Milestones.
15.1 In the event that the Service Provider fails to achieve a Key Milestone by the relevant Milestone Date, the Service Provider shall pay (but subject to any relief stipulated in Part 17 (Supervening Events) of this Agreement) to TTL Liquidated Damages in accordance with paragraph 5 (Implementation Services – Milestone Payments and Liquidated Damages) of Schedule 7 (Charging) in respect of that Key Milestone for the applicable LD Period.
15.2 Without prejudice to TTL’s right to terminate this Agreement and/or exercise its Step-in Rights as set out in this Agreement, the Parties acknowledge that:
(a) the Liquidated Damages are a genuine pre-estimate of the loss that TTL is likely to suffer during the LD Period in the event of delay to the relevant Key Milestone; and
(b) in the event that the delay to the achievement of a Key Milestone continues beyond the expiry of the maximum thirty (30) calendar day LD Period, TTL shall be entitled to exercise any or all of its rights, whether under this Agreement, at law or otherwise, provided that in respect of the LD Period only, Liquidated Damages shall be TTL’s sole financial remedy. PART 6: CO-OPERATION 16 Co-operation with TTL, Interested Parties, Other Service Providers, the Insurance Provider, Sponsor and Third Parties
16.1 Without prejudice to Clauses 44 (Intellectual Property Rights), 50 (Information Compliance) and 71 (Confidentiality), the Service Provider shall (and shall procure that its Sub-Contractors shall) co-operate promptly with TTL, TTL Personnel and, where requested by TTL Personnel, Interested Parties, Other Service Providers, the Insurance Provider and Sponsor to the extent it is within the scope of this Agreement in relation to all activities relating to the London Cycle Hire Scheme and any points of integration, interoperability or interface between:
Failure to Achieve Milestones. If (i) Contractor fails to achieve, or (ii) AIL has a reasonable basis to believe Contractor will be unable to achieve, a Milestone by the corresponding Milestone Date, (1) Contractor will be required to develop a correction plan demonstrating Contractor can recover from Contractor's failure to achieve such Milestone and present said plan to AIL within ten (10) business days after AIL's request for such a correction plan; (2) the Parties will work in good faith to devise a plan of action to achieve the Milestone by the specified Milestone Date or arrive at a mutually acceptable revised schedule within ten (10) business days after AIL's receipt of Contractor's plan; and (3) Contractor's performance will be measured against the schedule in such plan of action. If the Parties fail to arrive at a mutually acceptable revised schedule within ten (10) business days after AIL's receipt of Contractor's correction plan or if Contractor fails to make adequate progress towards the agreed revised schedule, AIL may at its sole discretion
Failure to Achieve Milestones. Subject to the Statement of Work, but without prejudice to any remedies WildBlue may have available pursuant to Section 5.4, if Contractor fails to achieve an original Milestone or a revised Milestone by the corresponding Milestone Date, Contractor shall use its reasonable best efforts to complete the Milestone as quickly as possible thereafter.
Failure to Achieve Milestones. Subject to SECTION 9.3(A)(X) and SECTION 9.3(B), failure to achieve the milestones specified in this ARTICLE IX shall result in forfeiture of the applicable portion of the Earnout Amount as set forth in this SECTION 9.4 by the former Shareholders. EXECUTION COPY
Failure to Achieve Milestones. DESIGN BUILD CONTRACTOR and City agree that failure to achieve the Project milestones in this Section by the dates set forth in the agreed upon Guaranteed Maximum Price proposals will cause damages to City and that actual damages from such harm are difficult to estimate accurately. Therefore, DESIGN BUILD CONTRACTOR and City agree that DESIGN BUILD CONTRACTOR and Surety are liable for and shall pay to City the amounts below per Day, on a cumulative basis, as liquidated damages and not as a penalty, for each and every Day or portion of a Day of delay beyond the milestone dates described below. DESIGN BUILD CONTRACTOR and City agree that the amounts of liquidated damages fixed in this Section are reasonable forecasts of just compensation for harm to City resulting from DESIGN BUILD CONTRACTOR’s failure to achieve the milestones set forth herein. These liquidated damages shall be City’s sole remedy for damages from delay by DESIGN BUILD CONTRACTOR except that City shall be entitled to recover all of its actual, direct and consequential damages in the event liquidated damages are determined to be unenforceable, and City shall also be entitled to City’s remedies under Article 14 of the General Conditions. Liquidated damages for each of the Project milestones are as follows:
6.2.1 Completion of Phase 1- Pre-Construction Milestone: $2,000 per Day. The milestone duration is 160 Calendar Days from Notice to Proceed.
6.2.2 Substantial Completion of Phase 2- Construction Milestone: $5,000 per Day. The milestone duration is 268 Calendar Days from Notice to Proceed.
Failure to Achieve Milestones. DESIGN-BUILD CONTRACTOR and City agree that failure to achieve the Project milestones in this Section by the dates set forth in the agreed upon Guaranteed Maximum Price proposal will cause damages to City and that actual damages from such harm are difficult to estimate accurately. Therefore, DESIGN-BUILD CONTRACTOR and City agree that DESIGN-BUILD CONTRACTOR and Surety are liable for and shall pay to City the amounts below per Day, on a cumulative basis, as liquidated damages and not as a penalty, for each and every Day or portion of a Day of delay beyond the milestone dates established in the approved Guaranteed Maximum Price proposal for the Project. DESIGN-BUILD CONTRACTOR and City agree that the amounts of liquidated damages fixed in this Section are reasonable forecasts of just compensation for harm to City resulting from DESIGN-BUILD CONTRACTOR’s failure to achieve the milestones set forth herein. These liquidated damages shall be City’s sole remedy for damages from delay by DESIGN-BUILD CONTRACTOR except that City shall be entitled to recover all of its actual, direct, and consequential damages in the event liquidated damages are determined to be unenforceable, and City shall also be entitled to City’s remedies under Article 14 of the General Conditions. Liquidated damages for each of the Project milestones are as follows:
