Common use of Delay Penalties Clause in Contracts

Delay Penalties. In the event that Decolar has not completed the REST Transition by the Transition Outside Date, and such failure is not primarily caused by any breach by Expedia of this Agreement or action that causes compliance with the Transition Outside Date to not be possible, Decolar shall be required to pay to Expedia an amount equal to $*** per week or any part thereof until such time as the REST Transition is completed (the “Transition Penalty”). Any Transition Penalty shall be immediately due and payable as of the time such penalty is incurred. Expedia shall have the right to set off any unpaid amount of the Transition Penalty against any amounts that might otherwise be due and payable by Expedia to Decolar under this Agreement. In the event any such Transition Penalty is not paid within 30 days of the incurrence thereof, interest shall accrue at the Interest Rate on the aggregate amount of the Transition Penalty outstanding at such time.