Maintenance Cost Condition Definition Sample Clauses

Maintenance Cost 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 the anniversary of the Start of Production Date, the Parties shall determine whether the average annual amount of Maintenance Costs in all Delivery Vehicles in such tested Maintenance Cohorts (i.e., all Maintenance Cohorts that are January Cohorts or all Maintenance Cohorts that are July Cohorts, as applicable) with respect to the year ending on the date immediately prior to such determination date are in excess of the applicable Maintenance Cost Cap based upon the amount of time following Rivian’s delivery of the Delivery Vehicles in such Maintenance Cohorts (“Maintenance Cost Test”) (b) A Cancellation Condition will be triggered upon the occurrence of the following (“Maintenance Cost Condition”): (1) If, at any time prior to the existence of six test-eligible Maintenance Cohorts, the average annual Maintenance Costs for the Delivery Vehicles in a single Maintenance Cohort fails the Maintenance Cost Test; (2) If, at any time prior to the existence of eleven test-eligible Maintenance Cohorts, the average annual Maintenance Costs for the Delivery Vehicles in two or more Maintenance Cohorts in a calendar year fail the Maintenance Cost Test; or (3) thereafter, if the average annual Maintenance Costs for the Delivery Vehicles in three (3) or more Maintenance Cohorts (with respect to the June Cohort, taking into account failed Maintenance Cohorts in the January Cohort in the same calendar year that have not been cured), fail the Maintenance Cost Test. (c) Cure of the Maintenance Cost Condition or Maintenance Cohort shall apply when Rivian has completed all of the following : (w) identify the issue(s) causing the Maintenance Cost 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 [***] p...
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