Termination for Excusable Delay Clause Samples
The 'Termination for Excusable Delay' clause allows a party to end a contract if delays occur that are considered excusable under the agreement, such as those caused by unforeseen events outside the control of the parties. Typically, this clause outlines what constitutes an excusable delay—like natural disasters, government actions, or other force majeure events—and sets procedures for notification and possible termination if the delay extends beyond a specified period. Its core function is to provide a fair mechanism for both parties to exit the contract without penalty when performance becomes impossible or impractical due to circumstances beyond their control, thereby allocating risk and ensuring clarity in the event of significant disruptions.
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Termination for Excusable Delay. In the event of termination of the Purchase Agreement with respect to any Aircraft pursuant to Article 7 of the AGTA, such termination will, if Customer so requests by written notice received by Boeing within 15 days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which Customer had ordered pursuant to the provisions of this letter as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice. Very truly yours, THE BOEING COMPANY By /s/ Gunar O. Clem Its Attorney-In-Fact ▇▇▇▇▇▇▇▇ ▇▇▇ AGREED TO this Date: October 10, 1997 CONTINENTAL AIRLINES, INC. By /s/ Brian Davis Its Vice President October 10,1997 2061-5 Continental Airlines, Inc. 2929 Allen Parkway Houston, TX 77019 Subject: ▇▇▇▇▇▇ ▇▇▇▇ Training Spare Parts Support Reference: Purchase Agreement No. 2061 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 777-200IGW aircraft (the Aircraft) Ladies and Gentlemen: This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Definition of Terms: Flight Crew Training: Flight training occurring immediately following delivery using Boeing facilities.
Termination for Excusable Delay. (a) Seller shall not be liable for any Excusable Delay in the delivery of an Aircraft.
(b) If (i) an Excusable Delay has caused an Aircraft to remain undelivered for six (6) months or more after the end of the Scheduled Delivery Period for such Aircraft, or (ii) Seller notifies Buyer that it has determined that an Excusable Delay will cause an Aircraft to be delivered six (6) months or more after the end of the Scheduled Delivery Period for such Aircraft, then, in either case, Buyer may terminate this Agreement with respect to such Aircraft by sending a written notice of termination to Seller; provided that Buyer shall not be entitled to terminate this Agreement with respect to an Aircraft for a delay described in Section 6.1(i).
(c) If Buyer terminates this Agreement with respect to such Aircraft, all terms and conditions of this Agreement with respect to all other Confirmed Aircraft shall remain in full force and effect.
Termination for Excusable Delay. In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, if Customer so requests by written notice received by Boeing within fifteen (15) days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts or Standards which Customer had ordered pursuant to the provisions of this Letter Agreement as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice.
Termination for Excusable Delay. In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, [*].
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 Conve...
Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Agreement, if and when it becomes reasonably certain that the aggregate of Excusable Delays will exceed [***Redacted***].
(b) In the event of termination under this Article 26.3, Contractor shall be entitled to the lesser of (i) the actual costs incurred plus a profit equal to [***Redacted***] and (ii) the Termination Liability Amount specified in Exhibit C, in either case less the sum of all amounts received by Contractor in cash or cash equivalent under this Agreement.
(c) In the event it is determined by arbitration pursuant to Article 22 or by written agreement of the Parties that Customer wrongfully terminated this Agreement under this Article 26.3, such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 26.1 shall apply.
Termination for Excusable Delay. (a) Customer may, upon written notice to Contractor, immediately terminate this Agreement, if and when it becomes reasonably certain that the aggregate of Excusable Delays will [**Redacted**].
(b) In the event of termination under this Article 25.3, Contractor shall be entitled to the lesser of (i) the actual costs incurred plus a profit equal [**Redacted**] or (ii) the Termination Liability Amount specified in Exhibit 3; in either case less the sum of all amounts received by Contractor in cash or cash equivalent under this Agreement.
(c) In the event of termination under this Article, the Customer shall be entitled to take delivery of all deliverable items per Exhibit 1, in their current condition of development /assembly. Delivery of these items will be subject to the payment of all amounts due and payable at the time of termination.” Customer and Contractor agree to negotiate reasonable storage and delivery methods, costs, and terms.
(d) In the event it is determined by arbitration pursuant to Article 21 or by written agreement of the Parties that Customer wrongfully terminated this Agreement under this Article 25.3, such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 25.1 shall apply.
Termination for Excusable Delay. (a) In the event that Delivery has not occurred within ten (10) days following the relevant Contract Aircraft’s Scheduled Delivery Date as a consequence of an Excusable Delay, the Parties shall endeavour to agree on a course of action. If Delivery has not occurred within [*] of the relevant Contract Aircraft’s Scheduled Delivery Date as a consequence of an Excusable Delay, then M&B and Supplier shall have the right to reschedule such Contract Aircraft to another Conversion Slot, or if such rescheduling is not acceptable to all Parties, then Customer, in the case of a Supplier Excusable Delay, or M&B and Supplier, in the case of a Customer Excusable Delay, acting in good faith, shall have the right to terminate this Agreement forthwith in respect of such Contract Aircraft by notice in writing to the other Party or Parties, whereupon no Party shall have any liability to any other under this Agreement in respect of such Contract Aircraft.
(b) If, following Delivery, performance of the Services is delayed by an event of Excusable Delay for a continuous period of [*], the Party whose performance has not been prevented by the event of Excusable Delay (for the avoidance of doubt, Customer in the event of an Supplier Excusable Delay and Supplier in the event of a Customer Excusable Delay) shall have the right to terminate this Agreement forthwith in respect of such Contract Aircraft by notice in writing to the other Party; provided that such right of termination may be exercised only while the event of Excusable Delay is continuing.
(c) In the event of termination under Clause 12.10(b), Clause 19.4 shall apply.
Termination for Excusable Delay. Either party, if in compliance with its obligations under this Agreement or excused from compliance hereunder, may terminate this Agreement in the event of excusable delay by the other party in the performance of its obligations pursuant to Section 14.14, which delay continues for sixty (60) consecutive days.
Termination for Excusable Delay. In the event of termination of the Purchase Agreement with respect to any Aircraft pursuant to Article 7 of the AGTA, such termination will, if Customer so requests by written notice received by Boeing within 15 days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which Customer had ordered pursuant to the provisions of this letter as initial provisioning for such Aircraft and which are undelivered on the date Boeing receives such written notice. Very truly yours, THE BOEING COMPANY By /s/ ▇.▇. ▇▇▇▇▇▇ ------------------------------------------ Its Attorney-In-Fact -------------------------------------- ACCEPTED AND AGREED TO this Date: June 30 , 2000 ------------------------------- AMERICAN TRANS AIR, INC. By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------------ Its Executive Vice President & CFO ------------------------------------------