Common use of Consequences of Force Majeure Clause in Contracts

Consequences of Force Majeure. Subject to the provisions of Clauses 11.2 and 11.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.

Consequences of Force Majeure. Subject During the pendency of a Force Majeure, the Seller shall not be entitled to receive any payments from the Buyer; except that if such Force Majeure affects only part of the Plant, then the Seller shall be entitled to receive Energy Payments for electrical energy actually delivered to the provisions of Clauses 11.2 and 11.3, neither Buyer. Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) which it cannot perform due substantially solely to one or more events of Force Majeure Event or its or their effects or by any combination thereof, and the . The periods allowed for the performance by the Parties of such the obligation(s) (other than that specified referred to in Clause 12.3) 6.3.1 shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue continues to affect materially and adversely affect the performance by of such Party of such obligation(s) under or pursuant to this Agreement; provided that . Notwithstanding Clauses 6.3.1 and 6.3.3 above, no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 6.3 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the . The Party not claiming Force Majeure may immediately terminate this Agreement without further obligation obligation, by delivering a Termination Notice on the other Party if an event of Force Majeure delays a the other Party’s 's performance for a period greater than eighteen (18a) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) consecutive Months (any such request to be supported by reasonable evidence as prior to the details of Commercial Operations Date or (b) three (3) consecutive Months after the repairs, the time required Commercial Operations Date. If Agreement is terminated due to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming a Political Force Majeure, then the Buyer shall buy and without prejudice the Seller shall sell the Facility at a price equivalent to the right of Buyers’ Default Purchase Price less any insurance proceeds. If the Party claiming Agreement is terminated due to a Force Majeure to indemnification pursuant to Clause 10– Natural event, the Party claiming Force Majeure Buyer shall not have any cause of action against buy and the other Party solely as Seller shall sell the Facility at a result of price equivalent to Financing Costs Outstanding at the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope Calculation Date and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resourcesTermination Costs.

Consequences of Force Majeure. Subject to the provisions of Clauses 11.2 and 11.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.

Consequences of Force Majeure. Subject 17.3.1 [During the pendency of a Force Majeure, the Seller shall not be entitled to receive any payments from the Purchaser; except that if such Force Majeure affects only part of the Plant, then the fixed costs payments during the pendency of such Force Majeure shall be pro-rated to reflect the portion of the Plant not affected thereby, and the Seller shall be entitled to receive such pro-rated payments [and Supplemental Payments] and Energy Payments for electrical energy actually delivered to the provisions of Clauses 11.2 and 11.3, neither Purchaser.] 17.3.2 Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) which it cannot perform due substantially solely to one or more events of Force Majeure or its or their effects or by any combination thereof, and the . 17.3.3 The periods allowed for the performance by the Parties of such the obligation(s) (other than that specified referred to in Clause 12.3) 17.3.1 shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue continues to affect materially and adversely affect the performance by of such Party of such obligation(s) under or pursuant to this Agreement; provided that . 17.3.4 Notwithstanding Clauses 17.3.1 and 17.3.3 above, no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 17.3 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that . 17.3.5 the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation obligation, by delivering a Termination Notice on the other Party, or deliver a Transfer Notice in accordance with Clause Error! Reference source not found., if an event of Force Majeure delays a the other Party’s 's performance for a period greater than eighteen (18a) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) consecutive Months (any such request to be supported by reasonable evidence as prior to the details of Commercial Operations Date or (b) three (3) consecutive Months after the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resourcesCommercial Operations Date.

Consequences of Force Majeure. Subject to the provisions (a) Where a Party’s performance of Clauses 11.2 and 11.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement has been affected by Force Majeure, that Party shall promptly (and in any event no later than five (5) Days of becoming aware of the Force Majeure) give a notice to the other than payment obligations) due substantially to one or more events of Party (Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(sNotice). (b) (other than that specified in Clause 12.3) shall be extended on a day-for-day basis for so long as one or more events of A Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief Notice shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 (to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays information is reasonably available) state: (i) a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming description of the Force Majeure is actively engaged in implementing repairs which are required to overcome Majeure, including the effects date of the commencement of the Force Majeure and which cannot the extent of such Force Majeure; (ii) the anticipated date of removal of such Force Majeure; (iii) the cause of such Force Majeure; (iv) where Enercal is giving the Force Majeure Notice, the effect that such Force Majeure has had and will have on: (A) the ability of Enercal to make Electricity available; and (B) Enercal’s daily nominations of Expected Actual Capacity given in respect of each Hour it has been or expects to be affected by Force Majeure; (v) the steps the Party giving the Force Majeure Notice proposes to take to remove or mitigate the effects of such Force Majeure on the performance of its obligations under this Agreement and could not have been reasonably completed before to mitigate the end effects of the eighteen (18) Month period mentioned in the preceding sentence non-performance of this Clause, then that Party may request the consent of its obligations on the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure; and (vi) such other details as may be reasonably requested by the other Party. To the extent that such information is not reasonably available at the time a Force Majeure Notice is given pursuant to clause 16.2(a), such information shall be notified to the other Party as soon as it becomes reasonably available. (c) Where the Force Majeure Notice indicates that the anticipated date of cessation of the effects of the Force Majeure on the performance of the affected Party’s obligations under this Agreement is more than five (5) Days from the commencement of the Force Majeure, the Parties will meet with a view to: (i) agreeing a plan detailing the steps to be taken by the Party affected by the Force Majeure to remove or mitigate the effects of such Force Majeure on the performance of its obligations under this Agreement and to mitigate the effects of the non-performance of its obligations on the other Party as a result of the Force Majeure (Force Majeure Plan); or (ii) agreeing that the Force Majeure cannot be remedied or cannot be remedied within 180 Days. If the Parties cannot reach agreement under clause 16.2(c)(i) or (ii), the Parties shall submit the dispute to an Expert with experience in resolving such disputes or disputes of a similar nature. The Expert shall be required to resolve the dispute by: (iii) if the Expert considers that the Force Majeure can be remedied within 180 Days, taking into account the submissions of the Parties and determining the most effective Force Majeure Plan; or (iv) determining that the Force Majeure cannot be remedied or cannot be remedied within 180 Days. For the avoidance of doubt, if the suspension Expert is unable to resolve the dispute to the mutual satisfaction of performance set forth in this Clause 11 the Parties, the dispute shall be resolved in accordance with clause 38 (Arbitration). (d) If the Parties agree a Force Majeure Plan or the Expert (or arbitrator) determines a Force Majeure Plan, the Party whose obligations have been affected by such Force Majeure shall: (i) implement the Force Majeure Plan; (ii) take all other reasonable steps to mitigate the effects of no greater scope such Force Majeure on the performance of its obligations under this Agreement and of no longer duration than is required to overcome mitigate the effects of the non-performance of its obligations on the other Party as a result of the Force Majeure. The relief provided under this section shall only apply ; (iii) give regular updates to the extent and for other Party setting out the period that the party seeking relief actively pursues resolution progress of the issue leading to or arising from implementation of the Force Majeure with Plan and the likely date or dates on which the performance of each of its affected obligations will resume; and (iv) resume the performance of such obligations as soon as reasonably practicable and notify the other Party of such resumption accordingly. (e) If the Parties do not agree a Force Majeure Plan and agree (or the Expert or arbitrator determines) that the Force Majeure cannot be remedied or cannot be remedied within 180 Days, then either Party shall be entitled to terminate this Agreement on written notice to the other. Upon such termination, subject to clause 16.2(f), neither Party will have any rights or liabilities under this Agreement other than those under clause 18 (Confidentiality) which shall continue for a period of five (5) years after such termination. For the avoidance of doubt, Goro Nickel shall have no right to: (i) terminate this Agreement pursuant to this clause 16.2(e); or (ii) claim that the performance of its obligations under this Agreement are affected by Force Majeure, solely on the basis that it is unable to use Electricity which is made available to it by Enercal on the terms of this Agreement. (f) If Goro Nickel elects to terminate this Agreement pursuant to clause 16.2(e) (the date of such termination being the Early Termination Date) Goro Nickel will pay Enercal a termination payment (the Termination Payment), (i) if the Early Termination Date falls before the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all diligence applying losses, damages and reasonable and necessary resourcesdemonstrable costs suffered by Enercal as a result of the early termination of this Agreement such amount being equal to the AC Present Value (calculated as of the Early Termination Date); and (ii) if the Early Termination Date falls after the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement up to twenty per cent. (20%) of the demonstrable fixed costs of operating and maintaining the second generating unit at the Facility (calculated as of the Early Termination Date in respect of the period from the Early Termination Date to the end of the Extension Period in which the Early Termination Date falls). (g) On, or as soon as reasonably practicable after, the Early Termination Date of which notice is given under clause 16.2(e), Enercal shall in good faith calculate the Termination Payment. (h) Enercal shall notify Goro Nickel of the Termination Payment including detailed support for the Termination Payment calculation. (i) Goro Nickel shall pay the Termination Payment to Enercal within ten (10) Business Days of invoice or notification of the Termination Payment amount (the Termination Payment Date), which amount shall bear interest in accordance with clause 10.6 (Late payments). (j) Enercal may, at its option, set off the Termination Payment against any or all other amounts owing (whether or not matured, contingent or invoiced) between the Parties under this Agreement. The right of set off shall be without prejudice and in addition to any right of set off, combination of accounts, lien, charge or other right to which any Party is at any time otherwise entitled (whether by operation of law, by contract or otherwise). If an amount is unascertained, Enercal may reasonably estimate the amount to be set off. The Parties shall make any adjustment payment required within three (3) Business Days of the amount becoming ascertained. (k) Disputed amounts under this clause 16.2 shall be paid by Goro Nickel subject to refund with interest calculated in accordance with clause 10.6 (Late payments) if the dispute is resolved in favour of Goro Nickel.

Consequences of Force Majeure. 13.1.1 Subject to the provisions of Clauses 11.2 13.2 and 11.313.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided PROVIDED that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 13.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than eighteen (18) consecutive Months. . 13.1.2 Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) 18)- Month period mentioned in the preceding sentence of this ClauseClause 13.1.1, then that Party may request the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned) for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.six

Consequences of Force Majeure. Subject to the provisions of Clauses 11.2 13.2 and 11.313.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.315.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 13.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 1012, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 13 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.

Consequences of Force Majeure. Subject 20.1.1 Upon an occurrence of an event of Force Majeure that materially and adversely affects the performance by that Party of its obligations or the enjoyment by that Party of its rights pursuant to this Contract, provided that any such material adverse effect has not occurred due to the provisions material failure of Clauses 11.2 the Party to comply with its obligations hereunder, then: (a) the non-performing Party shall use its reasonable efforts to give the other Party as soon as reasonably practicable but in any event within seventy-two (72) hours of such Party learning of the occurrence of such event or circumstance written notice describing the particulars of the occurrence or circumstance; (b) the non-performing Party shall be excused from performance provided that such excused performance is of no greater scope and 11.3of no longer duration than is required by the event of Force Majeure; (c) the non-performing Party shall use its reasonable efforts to remedy its inability to perform; and (d) when the non-performing Party is able to resume performance of its obligations under this Contract, that Party shall use its reasonable efforts to promptly give the other Party written notice to that effect and shall promptly resume performance. 20.1.2 Except for the obligations of either Party to make any required payment then due and owing under this Contract, neither Party shall be responsible or liable for, or deemed in breach hereof because of, for any failure or delay in complying with its obligations under hereunder to the extent that such failure or pursuant to this Agreement (other than payment obligations) due substantially to delay has been caused, or contributed to, by one or more events of Force Majeure or its or their effects or by any combination thereof, and the . The periods allowed for the performance by the Parties of such obligation(s) (other than that specified ), including without limitation the Guaranteed Completion Date in Clause 12.3) the case of Contractor, shall be extended as required, but in no event less than on a dayDay-for-day basis Day basis, for so long as one or more events of Force Majeure continue events continues to affect materially and adversely affect the performance by of such Party of such obligation(s) under or pursuant to this AgreementContract; provided that no relief shall be granted to the either Party claiming Force Majeure pursuant to this Clause 11.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation Contract and Company shall pay Contractor the amounts described in Section 19.2.2, deducting from such payment only the unrealized percentage (if any) of the Contract Price, if one or more Force Majeure events delays a Party’s 's performance for a period greater than eighteen nine (189) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.

Consequences of Force Majeure. Subject to the provisions of Clauses 11.2 12.2 and 11.312.3, neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.313.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 12.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects of the Force Majeure and which cannot be and could not have been reasonably completed before the end of the eighteen (18) Month 18)-Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as to the details of the repairs, the time required to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 1011, the Party claiming Force Majeure shall not have any cause of action against the other Party solely as a result of the Force Majeure. For the avoidance of doubt, the suspension of performance set forth in this Clause 11 12 shall be of no greater scope and of no longer duration than is required to overcome the effects of the Force Majeure. The relief provided under this section Section shall only apply to the extent and for the period that the party Party seeking relief actively pursues resolution of the issue leading to or arising from the Force Majeure with all diligence applying reasonable and necessary resources.

Consequences of Force Majeure. Subject to If any Party (the provisions of Clauses 11.2 and 11.3, neither Party “non-performing party”) shall be responsible or liable for, or deemed in breach hereof because of, unable to carry out any failure or delay in complying with of its obligations under or pursuant to this Agreement (other than payment obligations) due substantially to one or more events of a Force Majeure or its or their effects or by any combination thereof, and the periods allowed for the performance by the Parties of such obligation(s) (other than that specified in Clause 12.3) shall be extended on a day-for-day basis for so long as one or more events of Force Majeure continue to materially and adversely affect the performance by such Party of such obligation(s) under or pursuant to this Agreement; provided that no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 11.1 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred; and provided, further, that the Party not claiming Force Majeure may immediately terminate Event this Agreement without further obligation if Force Majeure delays shall remain in effect but: a) the non-performing party’s obligations which the non-performing party is incapable of performing as a Party’s performance for a period greater than eighteen (18) consecutive Months. Where the Party claiming the Force Majeure is actively engaged in implementing repairs which are required to overcome the effects direct result of the Force Majeure and which cannot be and could not have been reasonably completed before Event; and b) the end of the eighteen (18) Month period mentioned in the preceding sentence of this Clause, then that Party may request the consent obligations of the other Party for the said period of eighteen (18) consecutive Months to be extended for a further six (6) Months (any such request to be supported by reasonable evidence as owed to the details of non-performing party under this Agreement which the repairs, the time required relevant Party is unable to carry them out and the efforts made towards doing so). Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Clause 10, the Party claiming Force Majeure shall not have any cause of action against the other Party solely directly as a result of the suspension of the non-performing party’s obligations shall be suspended for a period equal to the occurrence of the Force Majeure. For the avoidance of doubt, Majeure Event provided that: (i) the suspension of performance set forth in this Clause 11 shall be is of no greater scope and of no longer duration than is required by the Force Majeure Event; (ii) no obligations of any Party that arose before the Force Majeure Event causing the suspension of performance are excused as a result of the Force Majeure Event; (iii) the non-performing party gives the other Party prompt notice describing the Force Majeure Event, including the nature of the occurrence and its expected duration and the expected effects of such occurrence on the affected Party’s obligations, and continues to overcome furnish regular reports with respect thereto during the period of Force Majeure Event; (iv) the non-performing party uses all reasonable efforts to remedy and mitigate the effects of its inability to perform; and (v) as soon as practicable after the Force Majeure. The relief provided under this section shall only apply to the extent and for the period that the party seeking relief actively pursues resolution occurrence of the issue leading to or arising from the Force Majeure Event, the Parties shall discuss how best to continue their operations so far as possible in accordance with all diligence applying reasonable this Agreement and necessary resourcesthe Grid Code.