Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay does not constitute an Excusable Delay (hereinafter referred to as “Non-Excusable Delays”), by more than [*****] after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer liquidated damages in the following amounts: [*****] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1, it being understood that such liquidated damages will not, in any event, exceed [*****] of the Aircraft Basic Price of the delayed Aircraft and that it will only be due and payable by Embraer to Buyer after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages. 9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, send a written notice to Buyer, within a reasonable period of time, including a description of the delays and an estimate of the effects expected upon the delivery of the Aircraft. [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. [*****] 9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [*****] the Contractual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
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Samples: Purchase Agreement (Azul Sa), Purchase Agreement (Azul Sa)
Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay does not constitute an Excusable Delay (hereinafter referred to as “Non-Excusable Delays”), by more than [*****] after the Contractual Delivery Date [*****] for such Aircraft, Buyer will be entitled to claim from Embraer liquidated damages in the following amounts: [*****] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1, it being understood that such liquidated damages will not, in any event, exceed [*****] of the Aircraft Basic Price of the delayed Aircraft and that it will only be due and payable by Embraer to Buyer within [*****] after Buyer pays to Embraer the total Aircraft Purchase PricePrice or within [*****] after this Agreement is terminated pursuant to this Article 9.2, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages.
9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, send a written notice to Buyer, within a reasonable period of time, including a description of the delays and an estimate of the effects expected upon the delivery of the Aircraft. [*****].
9.2.3 If the cause of such Non-Excusable Delay is such as to last longer than [*****] or to render the performance of this Agreement impossible, as a whole or with respect of one or more specific undelivered Aircraft, then the Parties shall attempt to renegotiate the terms of this Agreement accordingly, within [*****] as provided for herein. In the event that the Parties fail to agree on such terms, [*****] to terminate this Agreement following the [*****] with respect of one or more specific undelivered Aircraft, as applicable, without liability to either Party, [*****]. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. Notwithstanding the provisions in the paragraph immediately above, if the Non-Excusable Delay results from a delay described in [*****], without liability to either Party, except as provided for in Article 20.2(ii).
9.2.3 9.2.4 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [*****] the Contractual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
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Samples: Purchase Agreement (Azul Sa)
Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay delayed for any reason that does not constitute an Excusable Delay (hereinafter referred to as “a "Non-Excusable Delays”), excusable Delay") by more than [**Material Redacted***] * Days after the Contractual Delivery Date for such Aircraft, Buyer will xxxx be entitled to claim from Embraer and Embraer shall pay to Buyer liquidated damages in the following amounts: [equal to **Material Redacted***] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] * up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1in conformity herewith, it being understood that such liquidated damages will not, in any event, exceed [**Material Redacted***] of the Aircraft Basic Price of the delayed Aircraft * and that it will only be due and payable by Embraer to Buyer within **Material Redacted** Days after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages**Material Redacted**.
9.2.2 Upon the occurrence of any event event, which constitutes a Non-Excusable excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, undertakes to send a written notice to Buyer, within a reasonable period of time**Material Redacted**, including a description of the delays delay and an estimate of the effects expected upon the delivery of the Aircraft. [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. [*****].
9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [**Material Redacted***] * Days after the Contractual Actual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
9.2.4 Material Redacted**
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Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay does not constitute an Excusable Delay (hereinafter referred to as “Non-Excusable Delays”), by more than [*****] after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer liquidated damages in the following amounts: [*****] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1, it being understood that such liquidated damages will not, in any event, exceed [*****] of the Aircraft Basic Price of the delayed Aircraft and that it will only be due and payable by Embraer to Buyer after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages.
9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, send a written notice to Buyer, within a reasonable period of time, including a description of the delays and an estimate of the effects expected upon the delivery of the Aircraft. [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. [*****].
9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [*****] the Contractual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
Appears in 1 contract
Samples: Purchase Agreement (Azul Sa)
Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay delayed for any reason that does not constitute an Excusable Delay (hereinafter referred to as “a "Non-Excusable Delays”), excusable Delay") by more than [**Material Redacted***] * Days after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer and Embraer shall pay to Buyer liquidated damages in the following amounts: [equal to **Material Redacted***] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] , up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1in conformity herewith, it being understood that such liquidated damages will not, in any event, exceed [**Material Redacted***] of the Aircraft Basic Price of the delayed Aircraft * and that it will only be due and payable by Embraer to Buyer within five (5) Business Days after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages**Material Redacted**.
9.2.2 Upon the occurrence of any event event, which constitutes a Non-Excusable excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, undertakes to send a written notice to Buyer, within a reasonable period of time**Material Redacted**, including a description of the delays delay and an estimate of the effects expected upon the delivery of the Aircraft. [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. [*****].
9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [**Material Redacted***] * Days after the Contractual Actual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
9.2.4 Material Redacted**
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Non-Excusable Delays. 9.2.1 If the delivery of an Aircraft is delayed, and such delay delayed for any reason that does not constitute an Excusable Delay (hereinafter referred to as “a "Non-Excusable Delays”), excusable Delay") by more than [**Material Redacted***] * Days after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer and Embraer shall pay to Buyer liquidated damages in the following amounts: [equal to **Material Redacted***] [*****] [*****] [*****] [*****] [*****] Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] * up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1in conformity herewith, it being understood that such liquidated damages will not, in any event, exceed [**Material Redacted***] of the Aircraft Basic Price of the delayed Aircraft * and that it will only be due and payable by Embraer to Buyer within **Material Redacted** Days after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages**Material Redacted**.
9.2.2 Upon the occurrence of any event event, which constitutes a Non-Excusable excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, undertakes to send a written notice to Buyer, within a reasonable period of time**Material Redacted**, including a description of the delays delay and an estimate of the effects expected upon the delivery of the Aircraft. [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. [*****].
9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [**Material Redacted***] * Days after the Contractual Actual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.
9.2.4 Material Redacted**
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