Common use of Disclaimer of Warranties: Force Majeure Clause in Contracts

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a Third Party to satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”); provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party Xxxx Xxxxxx acknowledges and agrees (on behalf of itself and any other Service Recipient) that the other Party ConAgra makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party ConAgra hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a Third Party third party to satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”); provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use commercially reasonable efforts Commercially Reasonable Efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation the obligations of the Parties under this Agreement (but specifically excluding with respect to any inability Service shall be suspended during the period and to the extent that such Party as Service Provider is prevented or failure hindered from providing such Service, or such Party as Service Recipient is prevented or hindered from receiving such Service, due to pay for Services rendered hereunder) when such interruption, delay or failure results from causes any event that is beyond such Party’s reasonable controlcontrol (such events, “Interruption Events”), including any Law or act of any Governmental Authority, riot, war, invasion, civil unrest, terrorism, insurrection or other hostilities, embargo, blockade, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, explosion, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, or other industrial disturbances failure of a Third Party to satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”)event; provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Interruption Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Interruption Event and, upon the cessation of the Force Majeure Interruption Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party Post acknowledges and agrees that the other Party Ralcorp makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party Ralcorp hereby expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services to be provided hereunder, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as further set forth immediately belowto the Services provided hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If Ralcorp, any of its Subsidiaries or any Third-Party service provider is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in this Agreement, neither Party will be liable for any interruption, delay terms or failure to perform any obligation under provisions of this Agreement (but specifically excluding by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any inability law, order, proclamation, regulation, ordinance, demand, seizure or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, insurrection nuclear or other hostilitiesaccident, embargoexplosion, fuel or energy shortage, equipment breakdowns, power failurecasualty, pandemic, epidemic, fire, flood, earthquake or act of God, strikesor act, lockouts, labor shortages, failure omission or delay in acting by any governmental or military authority or Post or any of a Third Party to satisfy its contractual obligations, Subsidiaries or any other similar cause (“Force Majeure Events”)cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of Ralcorp, then upon notice to Post, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, Ralcorp shall have no liability to Post, its Subsidiaries or any other Person in connection therewith. Ralcorp shall use commercially reasonable efforts to promptly remove such disability as soon as possible; provided, however, that nothing in this Section 3.04(b) will be construed to require the affected Party promptly notifies the settlement of any strike, walkout, lockout or other Partylabor dispute on terms which, in writingthe reasonable judgment of Ralcorp, upon learning are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of Ralcorp. If Ralcorp is unable to provide any of the occurrence Services due to a disability described in the first sentence of the Force Majeure Event. Subject to compliance with the foregoingthis Section 3.04(b), a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such each Party will shall use commercially reasonable efforts to resume cooperatively seek a solution that is mutually satisfactory to the Parties. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of Ralcorp under this Agreement, Ralcorp shall promptly notify Post in writing of the existence of such disability and the anticipated duration of the disability. Post shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by Ralcorp, it being agreed that the Fees paid or payable under this Agreement with respect to the Service affected by the disability shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis for all amounts paid by Post to such subcontractors, provided that Ralcorp shall not be responsible for the amount of fees charged by any such subcontractors to perform such Services to the extent they exceed the Fees for the applicable period of disability. Notwithstanding anything to the contrary hereunder, Ralcorp shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the Post Business, represent a reasonably appropriate response to such disability, but in any event no less than commercially reasonable efforts. In addition and notwithstanding anything hereunder to the contrary, the Parties agree that this Section 3.04(b) shall not be construed so as to excuse Ralcorp from complying with any of its performance hereunderobligations under Article VIII.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement, to the fullest extent permitted by applicable law: (i) each Party acknowledges GP and agrees MPL acknowledge and agree that the other Party MPLS makes no warranties of any kind with respect to the Services to be provided hereunderServices; and (ii) each Party hereby MPLS expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If any Party is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in terms or provisions of this Agreement, neither Party will be liable for any interruption, delay or failure to perform excluding any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered make payments hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act by reason of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, strikesor act, lockouts, labor shortages, failure of a omission or delay in acting by any governmental or military authority or Third Party to satisfy its contractual obligations, or any other similar cause cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the affected Party (each a “Force Majeure EventsEvent”), then upon notice to the other Parties, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the Party affected by the Force Majeure Event shall have no liability to the other Parties or any of their Affiliates or any other Person in connection therewith. Upon becoming aware of a Force Majeure Event, the Party affected by the Force Majeure Event shall promptly notify the other Parties in writing of the existence and anticipated duration of such Force Majeure Event. Each Party shall use commercially reasonable efforts to promptly mitigate or overcome such Force Majeure Event as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If MPLS is unable to provide any of the Services due to a Force Majeure Event, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. GP and MPL shall have the right, but not the obligation, to engage subcontractors to perform any such Services that MPLS is unable to provide for the duration of the Force Majeure Event; provided however, that any Fees paid or payable by MPL to MPLS under this Agreement shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis by any amounts paid by or on behalf of MPL to any subcontractors with respect to any Services that MPLS is unable to perform as a result of a Force Majeure Event. Subject For the avoidance of doubt, if GP or MPL engages subcontractors to compliance with the foregoingperform any Services during a Force Majeure Event, a Party’s obligations hereunder will MPLS shall not be postponed for such time as its performance is suspended required to refund, or delayed on account otherwise be liable for, any amounts in excess of the Force Majeure Event and, upon aggregate Fees paid or owed to MPLS with respect to such Services during the cessation period of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services to be provided hereunder, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as further set forth immediately belowto the Services provided hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If either Party, any of its Subsidiaries or any Third-Party service provider is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in this Agreement, neither Party will be liable for any interruption, delay terms or failure to perform any obligation under provisions of this Agreement (but specifically excluding by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any inability law, order, proclamation, regulation, ordinance, demand, seizure or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, insurrection nuclear or other hostilitiesaccident, embargoexplosion, fuel or energy shortage, equipment breakdowns, power failurecasualty, pandemic, epidemic, fire, flood, earthquake or act of God, strikesor act, lockouts, labor shortages, failure omission or delay in acting by any governmental or military authority or the other Party or any of a Third Party to satisfy its contractual obligations, Subsidiaries or any other similar cause (“Force Majeure Events”)cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the otherwise defaulting Party, then upon notice to the other Party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, the otherwise defaulting Party shall have no liability to the other Party, its Subsidiaries or any other Person in connection therewith. Each Party shall use commercially reasonable efforts to promptly remove such disability as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If a Party is unable to provide any of the Force Majeure Event. Subject Services due to compliance with a disability described in the foregoingfirst sentence of this Section 3.4(b), a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such each Party will shall use commercially reasonable efforts to resume cooperatively seek a solution that is mutually satisfactory to the Parties. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of a Party under this Agreement, the otherwise defaulting Party shall promptly notify the other Party in writing of the existence of such disability and the anticipated duration of the disability. The Party entitled to the benefit of the Services shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by the otherwise defaulting Party, it being agreed that the Fees paid or payable under this Agreement with respect to the Service affected by the disability shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis for all amounts paid by the Party entitled to the benefit of the Services to such subcontractors, provided that the otherwise defaulting Party shall not be responsible for the amount of fees charged by any such subcontractors to perform such Services to the extent they exceed the Fees for the applicable period of disability. Notwithstanding anything to the contrary hereunder, each Party shall make the mitigation and resolution of any disability affecting its performance hereunderability to perform hereunder a high priority and shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the other Party’s business, represent a reasonably appropriate response to such disability, but in any event no less than commercially reasonable efforts. In addition and notwithstanding anything hereunder to the contrary, the Parties agree that this Section 3.4(b) shall not be construed so as to excuse a Party from complying with any of its obligations under Article VIII.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services to be provided hereunder, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as further set forth immediately belowto the Services provided hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE DESCRIPTION OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If either Party, any of its Subsidiaries or any Third-Party service provider is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in this Agreement, neither Party will be liable for any interruption, delay terms or failure to perform any obligation under provisions of this Agreement (but specifically excluding each a “Subject Party”) by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any inability law, order, proclamation, regulation, ordinance, demand, seizure or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, insurrection nuclear or other hostilitiesaccident, embargoexplosion, fuel or energy shortage, equipment breakdowns, power failurecasualty, pandemic, epidemic, fire, flood, earthquake or act of God, strikesor act, lockouts, labor shortages, failure omission or delay in acting by any governmental or military authority or the other Party or any of a Third Party to satisfy its contractual obligations, Subsidiaries or any other similar cause (“Force Majeure Events”); providedcause, howeverwhether or not of a class or kind listed in this sentence, that beyond the affected Party promptly notifies reasonable control and without the fault of the Subject Party, then upon notice to the other Party, in writing, upon learning the affected provisions and/or other requirements of this Agreement shall be suspended during the occurrence period of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event disability and, upon unless otherwise set forth herein to the cessation contrary, the Subject Party shall have no liability to the other Party, its Subsidiaries or any other Person in connection therewith; provided, the Subject Party shall not be excused for any obligation to make payments pursuant to the terms of the Force Majeure Event, such this Agreement. Each Party will shall use commercially reasonable efforts to resume promptly remove such disability as soon as possible; provided, nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the Subject Party, are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of the Subject Party. If a Party is unable to provide any of the Services due to a disability described in the first sentence of this Section 3.4(b), each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of a Party under this Agreement, the Subject Party shall promptly notify the other Party in writing of the existence of such disability and the anticipated duration of the disability. The Party entitled to the benefit of the Services shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by the Subject Party, it being agreed that the Fees paid or payable under this Agreement with respect to the Service affected by the disability shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis for all amounts paid by the Party entitled to the benefit of the Services to such subcontractors, provided that the Subject Party shall not be responsible for the amount of fees charged by any such subcontractors to perform such Services to the extent they exceed the Fees for the applicable period of disability. Notwithstanding anything to the contrary hereunder, each Party shall make the mitigation and resolution of any disability affecting its ability to perform hereunder a high priority and shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the other Party’s business, represent a reasonably appropriate response to such disability, but in any event no less than commercially reasonable efforts. In addition and notwithstanding anything hereunder to the contrary, the Parties agree that this Section 3.4(b) shall not be construed so as to excuse a Party from complying with any of its obligations under Article IX.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges GP and agrees MTS acknowledge and agree that the other Party CRL makes no warranties of any kind with respect to the Services to be provided hereunderServices; and (ii) each Party hereby CRL expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If any Party is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in terms or provisions of this Agreement, neither Party will be liable for any interruption, delay or failure to perform excluding any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered make payments hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act by reason of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, strikesor act, lockouts, labor shortages, failure of a omission or delay in acting by any governmental or military authority or Third Party to satisfy its contractual obligations, or any other similar cause cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the affected Party (each a “Force Majeure EventsEvent”), then upon notice to the other Parties, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the Party affected by the Force Majeure Event shall have no liability to the other Parties or any of their Affiliates or any other Person in connection therewith. Upon becoming aware of a Force Majeure Event, the Party affected by the Force Majeure Event shall promptly notify the other Parties in writing of the existence and anticipated duration of such Force Majeure Event. Each Party shall use commercially reasonable efforts to promptly mitigate or overcome such Force Majeure Event as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If CRL is unable to provide any of the Services due to a Force Majeure Event, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. GP and MTS shall have the right, but not the obligation, to engage subcontractors to perform any such Services that CRL is unable to provide for the duration of the Force Majeure Event; provided however, that any Fees paid or payable by MTS to CRL under this Agreement shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis by any amounts paid by or on behalf of MTS to any subcontractors with respect to any Services that CRL is unable to perform as a result of a Force Majeure Event. Subject For the avoidance of doubt, if GP or MTS engages subcontractors to compliance with the foregoingperform any Services during a Force Majeure Event, a Party’s obligations hereunder will CRL shall not be postponed for such time as its performance is suspended required to refund, or delayed on account otherwise be liable for, any amounts in excess of the Force Majeure Event and, upon aggregate Fees paid or owed to CRL with respect to such Services during the cessation period of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges GP and agrees MPL acknowledge and agree that the other Party MPLS makes no warranties of any kind with respect to the Services to be provided hereunderServices; and (ii) each Party hereby MPLS expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If any Party is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in terms or provisions of this Agreement, neither Party will be liable for any interruption, delay or failure to perform excluding any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered make payments hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act by reason of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, strikesor act, lockouts, labor shortages, failure of a omission or delay in acting by any governmental or military authority or Third Party to satisfy its contractual obligations, or any other similar cause cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the affected Party (each a “Force Majeure EventsEvent”), then upon notice to the other Parties, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the Party affected by the Force Majeure Event shall have no liability to the other Parties or any of their Affiliates or any other Person in connection therewith. Upon becoming aware of a Force Majeure Event, the Party affected by the Force Majeure Event shall promptly notify the other Parties in writing of the existence and anticipated duration of such Force Majeure Event. Each Party shall use commercially reasonable efforts to promptly mitigate or overcome such Force Majeure Event as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If MPLS is unable to provide any of the Services due to a Force Majeure Event, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. GP and MPL shall have the right, but not the obligation, to engage subcontractors to perform any such Services that MPLS is unable to provide for the duration of the Force Majeure Event; provided however, that any Fees paid or payable by MPL to MPLS under this Agreement shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis by any amounts paid by or on behalf of MPL to any subcontractors with respect to any Services that MPLS is unable to perform as a result of a Force Majeure Event. Subject For the avoidance of doubt, if GP or MPL engages subcontractors to compliance with the foregoingperform any Services during a Force Majeure Event, a Party’s obligations hereunder will MPLS shall not be postponed for such time as its performance is suspended required to refund, or delayed on account otherwise be liable for, any amounts in excess of the Force Majeure Event and, upon aggregate Fees paid or owed to MPLS with respect to such Services during the cessation period of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement, to the fullest extent permitted by applicable law: (i) each Party acknowledges GP and agrees MTS acknowledge and agree that the other Party CRL makes no warranties of any kind with respect to the Services to be provided hereunderServices; and (ii) each Party hereby CRL expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If any Party is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in terms or provisions of this Agreement, neither Party will be liable for any interruption, delay or failure to perform excluding any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered make payments hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act by reason of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, strikesor act, lockouts, labor shortages, failure of a omission or delay in acting by any governmental or military authority or Third Party to satisfy its contractual obligations, or any other similar cause cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the affected Party (each a “Force Majeure EventsEvent”), then upon notice to the other Parties, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the Party affected by the Force Majeure Event shall have no liability to the other Parties or any of their Affiliates or any other Person in connection therewith. Upon becoming aware of a Force Majeure Event, the Party affected by the Force Majeure Event shall promptly notify the other Parties in writing of the existence and anticipated duration of such Force Majeure Event. Each Party shall use commercially reasonable efforts to promptly mitigate or overcome such Force Majeure Event as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If CRL is unable to provide any of the Services due to a Force Majeure Event, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. GP and MTS shall have the right, but not the obligation, to engage subcontractors to perform any such Services that CRL is unable to provide for the duration of the Force Majeure Event; provided however, that any Fees paid or payable by MTS to CRL under this Agreement shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis by any amounts paid by or on behalf of MTS to any subcontractors with respect to any Services that CRL is unable to perform as a result of a Force Majeure Event. Subject For the avoidance of doubt, if GP or MTS engages subcontractors to compliance with the foregoingperform any Services during a Force Majeure Event, a Party’s obligations hereunder will CRL shall not be postponed for such time as its performance is suspended required to refund, or delayed on account otherwise be liable for, any amounts in excess of the Force Majeure Event and, upon aggregate Fees paid or owed to CRL with respect to such Services during the cessation period of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement, to the fullest extent permitted by applicable law: (i) each Party acknowledges GP and agrees MPL acknowledge and agree that the other Party MPLS makes no warranties of any kind with respect to the Services to be provided hereunderServices; and (ii) each Party hereby MPLS expressly disclaims all warranties warranties, expressed or implied, of any kind with respect to the Services, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-AS IS, WHERE-WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to If any Party is prevented from or delayed in complying, either totally or in part, with any of the contrary contained in terms or provisions of this Agreement, neither Party will be liable for any interruption, delay or failure to perform excluding any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered make payments hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act by reason of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, strikesor act, lockouts, labor shortages, failure of a omission or delay in acting by any governmental or military authority or Third Party to satisfy its contractual obligations, or any other similar cause cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the affected Party (“each a "Force Majeure Events”Event"), then upon notice to the other Parties, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the Party affected by the Force Majeure Event shall have no liability to the other Parties or any of their Affiliates or any other Person in connection therewith. Upon becoming aware of a Force Majeure Event, the Party affected by the Force Majeure Event shall promptly notify the other Parties in writing of the existence and anticipated duration of such Force Majeure Event. Each Party shall use commercially reasonable efforts to promptly mitigate or overcome such Force Majeure Event as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party promptly notifies the other Party, in writingare contrary to its interest. It is understood that the settlement of a strike, upon learning walkout, lockout or other labor dispute will be entirely within the discretion of the occurrence affected Party. If MPLS is unable to provide any of the Services due to a Force Majeure Event, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. GP and MPL shall have the right, but not the obligation, to engage subcontractors to perform any such Services that MPLS is unable to provide for the duration of the Force Majeure Event; provided, however, that any Fees paid or payable by MPL to MPLS under this Agreement shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis by any amounts paid by or on behalf of MPL to any subcontractors with respect to any Services that MPLS is unable to perform as a result of a Force Majeure Event. Subject For the avoidance of doubt, if GP or MPL engages subcontractors to compliance with the foregoingperform any Services during a Force Majeure Event, a Party’s obligations hereunder will MPLS shall not be postponed for such time as its performance is suspended required to refund, or delayed on account otherwise be liable for, any amounts in excess of the Force Majeure Event and, upon aggregate Fees paid or owed to MPLS with respect to such Services during the cessation period of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

Disclaimer of Warranties: Force Majeure. (a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a Third Party to satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”); provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.. 7 ARTICLE IV FEES; PAYMENT Section