Common use of Termination for Excusable Delay Clause in Contracts

Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Contract, in whole or in part, if and when it becomes reasonably certain that the aggregate of Excusable Delays (except those Excusable Delays caused directly by Customer's failure to perform its responsibilities under this Contract) will exceed four hundred eighty-five (485) Calendar Days. (b) In the event of termination under this Article 32.4 (Termination for Excusable Delay), Customer shall be entitled to, subject to paragraph (c) below, refund of all payments previously made to Contractor in cash or cash equivalent under this Contract and payment of any liquidated damages, if any, for delay levied pursuant to Article 10 (Liquidated Damages for Late Delivery), less [*****] of all such payments (excluding liquidated damages) (the "Refund Reduction Amount"), which Refund Reduction Amount shall not exceed a total of [*****]. 117 (c) Upon completion of all payments to Customer in accordance with this Article 32.4 (Termination for Excusable Delay), Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories, and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. (d) Customer shall submit an invoice to Contractor for the amounts payable under this Article 32.4 (Termination for Excusable Delay) no later than one (1) year after the termination date. By notice in writing received by Customer no later than fifteen (15) Calendar Days after receipt of Customer's invoice pursuant to this Article 32.4 (Termination for E xcusable Delay), Contractor may dispute the amount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer's invoice, Contractor shall be deemed to have accepted said invoice. Customer shall be entitled to payment of such amount within fifteen (15) Calendar Days after Contractor's receipt of such invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) In the event it is determined by arbitration pursuant to Article 27 (Dispute Resolution) or by written agreement of the Parties that Customer wrongfully terminated this Contract under this Article 32.4 (Termination for Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer's Convenience) shall apply.

Appears in 1 contract

Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)

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Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Contract, in whole or in part, if and when it becomes reasonably certain that the aggregate of Excusable Delays (except those Excusable Delays caused directly by Customer's ’s failure to perform its responsibilities under this Contract) will exceed four hundred eighty-five (485) Calendar Days. (b) In the event of termination under this Article 32.4 (Termination for Excusable Delay), Customer shall be entitled to, subject to paragraph (c) below, refund of all payments previously made to Contractor in cash or cash equivalent under this Contract and payment of any liquidated damages, if any, for delay levied pursuant to Article 10 (Liquidated Damages for Late Delivery), less [*****] of all such payments (excluding liquidated damages) (the "Refund Reduction Amount"), which Refund Reduction Amount shall not exceed a total of [*****]. 117. (c) Upon completion of all payments to Customer in accordance with this Article 32.4 (Termination for Excusable Delay), Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories, and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. (d) Customer shall submit an invoice to Contractor for the amounts payable under this Article 32.4 (Termination for Excusable Delay) no later than one (1) year after the termination date. By notice in writing received by Customer no later than fifteen (15) Calendar Days after receipt of Customer's ’s invoice pursuant to this Article 32.4 (Termination for E xcusable Excusable Delay), Contractor may dispute the amount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer's ’s invoice, Contractor shall be deemed to have accepted said invoice. Customer shall be entitled to payment of such amount within fifteen (15) Calendar Days after Contractor's ’s receipt of such invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) In the event it is determined by arbitration pursuant to Article 27 (Dispute Resolution) or by written agreement of the Parties that Customer wrongfully terminated this Contract under this Article 32.4 (Termination for Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer's ’s Convenience) shall apply.

Appears in 1 contract

Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)

Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Contract, in whole or in part, if and when it becomes reasonably certain that the aggregate of Excusable Delays (except those Excusable Delays caused directly by Customer's failure to perform its responsibilities under this Contract) will exceed four hundred eighty-five (485) Calendar Days. (b) In the event of termination under this Article 32.4 (Termination for Excusable Delay), Customer shall be entitled to, subject to paragraph (c) below, refund of all payments previously made to Contractor in cash or cash equivalent under this Contract and payment of any liquidated damages, if any, for delay levied pursuant to Article 10 (Liquidated Damages for Late Delivery), less [*****] of all such payments (excluding liquidated damages) (the "Refund Reduction Amount"), which Refund Reduction Amount shall not exceed a total of [*****]. 117 (c) Upon completion of all payments to Customer in accordance with this Article 32.4 (Termination for Excusable Delay), Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories, and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. (d) Customer shall submit an invoice to Contractor for the amounts payable under this Article 32.4 (Termination for Excusable Delay) no later than one (1) year after the termination date. By notice in writing received by Customer no later than fifteen (15) Calendar Days after receipt of Customer's invoice pursuant to this Article 32.4 (Termination for E xcusable Excusable Delay), Contractor may dispute the amount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer's invoice, Contractor shall be deemed to have accepted said invoice. Customer shall be entitled to payment of such amount within fifteen (15) Calendar Days after Contractor's receipt of such invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) In the event it is determined by arbitration pursuant to Article 27 (Dispute Resolution) or by written agreement of the Parties that Customer wrongfully terminated this Contract under this Article 32.4 (Termination for Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer's Convenience) shall apply.

Appears in 1 contract

Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)

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Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Contract, in whole or in part, if and when it becomes reasonably certain that the aggregate of Excusable Delays (except those Excusable Delays caused directly by Customer's failure to perform its responsibilities under this Contract) will exceed four hundred eighty-five (485) Calendar Days. (b) In the event of termination under this Article 32.4 (Termination for Excusable Delay), Customer shall be entitled to, subject to paragraph (c) below, refund of all payments previously made to Contractor in cash or cash equivalent under this Contract and payment of any liquidated damages, if any, for delay levied pursuant to Article 10 (Liquidated Damages for Late Delivery), less [*****] of all such payments (excluding liquidated damages) (the "Refund Reduction Amount"), which Refund Reduction Amount shall not exceed a total of [*****]. 117. (c) Upon completion of all payments to Customer in accordance with this Article 32.4 (Termination for Excusable Delay), Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories, and any associated warranties, and 115 any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. (d) Customer shall submit an invoice to Contractor for the amounts payable under this Article 32.4 (Termination for Excusable Delay) no later than one (1) year after the termination date. By notice in writing received by Customer no later than fifteen (15) Calendar Days after receipt of Customer's invoice pursuant to this Article 32.4 (Termination for E xcusable Excusable Delay), Contractor may dispute the amount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer's invoice, Contractor shall be deemed to have accepted said invoice. Customer shall be entitled to payment of such amount within fifteen (15) Calendar Days after Contractor's receipt of such invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) In the event it is determined by arbitration pursuant to Article 27 (Dispute Resolution) or by written agreement of the Parties that Customer wrongfully terminated this Contract under this Article 32.4 (Termination for Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer's Convenience) shall apply.

Appears in 1 contract

Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)

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