Useful Life Condition Definition Sample Clauses

Useful Life 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 [***] following the Start of Production Date, the Parties shall determine whether the Batteries in the Battery Performance Vehicles in all tested Battery Performance Cohorts (i.e., all Battery Performance Cohorts that are January Cohorts or all Battery Performance Cohorts that are July Cohorts, as applicable) degraded to less than or equal to the specified percentage of original performance in the applicable year following delivery of the applicable Battery Performance Vehicles in accordance with Attachment 2 (the “Useful Life Test”). A Cancellation Condition will be triggered upon the occurrence of the following (“Useful Life Condition”): (1) If, at any time prior to the existence of six test-eligible Battery Performance Cohorts, the average degradation of the Batteries in the Delivery Vehicles in a single Battery Performance Cohort fails the Useful Life Test; (2) If, at any time prior to the existence of eleven test-eligible Battery Performance Cohorts, the average degradation of the Batteries in the Delivery Vehicles in two or more Battery Performance Cohorts in a calendar year fail the Useful Life Test; or (3) thereafter, if the average degradation of the Batteries in the Battery Performance Vehicles in [***] or more Battery Performance Cohorts (with respect to the June Cohort, taking into account failed Battery Performance Cohorts in the January Cohort in the same calendar year that have not been cured), fail the Useful Life Test. (b) Cure of a Useful Life Condition or Battery Performance Cohort shall apply when Rivian has completed all of the following: (w) identify the issue(s) causing the Useful Life Condition, (x) determine a solution(s) to resolve such underlying issue(s) and develop a plan to implement such solution, (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 sixty (60) day period foll...
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