Common use of Non-Excusable Delays Clause in Contracts

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 [***] 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, [***] Aircraft within such [***] and [***], it being understood that such [***] will not, in any event, [***] 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, and as otherwise provided for in Article 20.2(ii). Such payment shall be made [***]. 9.2.1.1 In the event Embraer issues a written Non-Excusable Delay notice to Buyer within at least [***] prior to the Contractual Delivery Date of the affected Aircraft, Embraer shall have a [***], and Buyer [***] up to the date that the affected 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 [***] within such [***] and [***], it being understood that such [***] will not, in any event, [***] of such 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, and as otherwise provide for in Article 20.2(ii). Such payment shall be made within [***] of payment of the total relevant Aircraft Purchase Price. [***]

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 [***] 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, 7.1 [***] Aircraft within such [***] and [***], it being understood that such [***] will not, in any event, [***] 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, and as otherwise provided provide for in Article 20.2(ii). Such payment shall be made [***]. 9.2.1.1 In the event Embraer issues a written Non-Excusable Delay notice to Buyer within at least [***] prior to the Contractual Delivery Date of the affected Aircraft, Embraer shall have a [***], and Buyer [***] up to the date that the affected 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 7.1, [***] within such [***] and [***], it being understood that such [***] will not, in any event, [***] of such 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, and as otherwise provide for in Article 20.2(ii). Such payment shall be made within [***] of payment of the total relevant Aircraft Purchase Price. . 9.2.1.2 The Parties acknowledge and agree that [***], but are a fair and reasonable [***]. 9.2.2 Within [***] after Embraer has [***] the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall send a written notice to Buyer of such occurrence including a description of the delays and an estimate of the effects expected upon the delivery of the Aircraft. Buyer shall have the right to terminate this Agreement in respect to the relevant Aircraft upon the occurrence of any Non-Excusable Delay of [***] or longer after such Aircraft Contractual Delivery Date, such right to be exercised by written notice to Embraer no earlier than after the expiration of such [***]. In any case, termination by Buyer hereunder shall be without liability to either Party, except as provided in Article 20.2(ii). 9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive [***] from Buyer, within [***] after the Contractual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right [***].

Non-Excusable Delays. 9.2.1 1. If the delivery of an Aircraft or Spares is delayed, and such delay does not constitute as a result of an Excusable Delay (hereinafter referred to as “Non-Excusable Delays”)Delay, by more than [***] after the Contractual Delivery Date for such AircraftAircraft or, in the case of Spares, the date for delivery as agreed between the Parties in accordance with Article 5.b., Buyer will be entitled to [***] ], up to the date that the Aircraft is ready for delivery and 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 7.17.a, [***] Aircraft within such ] 2. The grace period of [***] and [***], it being understood granted by Buyer to Embraer as mentioned herein shall prevail if Embraer provides notice to Buyer advising the expected delay, provided that such notice[***] will not, in any event, [***] 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, and as otherwise provided for in Article 20.2(ii). Such payment shall be made [***]. 9.2.1.1 In the event 3. If, with respect to a delayed Aircraft or Spares, Embraer issues a written Non-Excusable Delay does not receive notice to [*] as mentioned in item "b.1" above, from Buyer within at least [***] prior to after the Contractual Delivery Date of the affected such Aircraft, Embraer or in the case of Spares, the date of delivery as agreed between the Parties in accordance with Article 5.b., Buyer shall be deemed to have a fully waived its right to [**] 4. If as a result of[*]agreed to in writing by the parties[*]will not apply [*], 5. Embraer hereby acknowledges that[*]inducement to Buye[*]it hereby represents and Buyer [***] up to warrants to[*]will not be[*]not be considered a[*]In the date that the affected Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means event of written confirmation Seller's breach of the successful completion of ground representation and flight tests performed by warranty provided for herein, Buyer may terminate this Agreement in accordance with Article 23.b.1. and/or may seek damages for Embraer, to be provided as per 's breach in accordance with Article 7.1 [***] within such [***] and [***], it being understood that such [***] will not, in any event, [***] of such 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, and as otherwise provide for in Article 20.2(ii). Such payment shall be made within [***] of payment of the total relevant Aircraft Purchase Price. [***]23.a.