Common use of Excusable Delays Clause in Contracts

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, earthquake, explosion, storm, tropical storms, hurricanes, tornadoes, severe weather conditions, and flood; iv. PandemicsActs of a public enemy, epidemicswar declared or not (or impending threat of any of the foregoing, quarantinesif such threat might reasonably be expected to cause injury to people or property), or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strifeblockade, insurrection, civil disobedienceriot, strife, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrectionor civil disturbance or disobedience, rebellion, pandemics, epidemics, quarantines, regional medical crises, health crises, terrorism, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-quasi- public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property),entity; ix. v. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. vi. Presence of hazardous substances or mold; vii. Shortages or inability to obtain materials, equipment, energy, or components; viii. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables products or services to be provided by Honeywell under this Agreement, xi, ix. A Change in Applicable Law occurring after the Effective Date,; x. Approval, passing, enactment or changing of sanctions laws, export/import control Laws or related regulations that impact or constrain the performance of the obligations of Honeywell or any of its supplier or vendors; xi. If site conditions, including interconnects to power generation to which any Product is attached, are inconsistent with assumptions in Honeywell’s proposal; xii. Strikes, lockouts, or other labor disruptions; or xiii. Any other cause beyond the non-performing Party's reasonable control.

Excusable Delays. A delay that is permissible Neither party shall be responsible for delays or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party lack of performance resulting from performing its obligations under this Agreement and is acts beyond the reasonable control of such Party (the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics, material shortages, compliance with laws or regulations, riots, acts of war, or any third other conditions beyond the reasonable control of a party over whom such Party has control(each, a “Force Majeure Event”). Except for payment obligations If a party experiences a Force Majeure Event, the party shall, within five (including increased payment obligations resulting from 5) days of the need for a Change Order)occurrence of the Force Majeure Event, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides give written notice to the other Party as soon as practicable party stating the nature of the Excusable Delay event Force Majeure Event, its anticipated duration and uses commercially reasonable any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to overcome or mitigate incur any material expenditure to remedy its inability to perform; provided, however, if the effects suspension of performance continues for sixty (60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such occurrence; Force Majeure Event, the parties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (Z30) when the affected Party can resume its obligationsdays and if suspension of performance continues, such Party shall give the other Party party may terminate this Agreement immediately by written notice to that effect and the party experiencing the Force Majeure Event, in which case neither party shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of have any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way liability to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary except for those rights and liabilities that accrued prior to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,date of termination.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySupplier’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Supplier’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work-around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Supplier’s directed thirdfacility or a Supplier’s sub-party suppliers to Supplier’s facility. If the non-performing Party cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate this Agreement by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement Contract will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySeller’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Seller’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work-around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Seller’s directed thirdfacility or a Seller’s sub-Seller’s facility. If the non- performing party suppliers to cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate the Contract by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement Contract will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySeller’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Seller’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work-around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Seller’s directed thirdfacility or a Seller’s sub- Seller’s facility. If the non-performing party suppliers to cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate the Contract by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A To the extent any of the following events results in an actual delay that is permissible or excusable (each in the Work affecting activities on the Critical Path, such shall constitute an “Excusable Delay” (to the extent not set forth below, a delay will be considered an “Inexcusable Delay”) is any act, event or condition which prevents the affected Party ): 1. Delays resulting from performing its obligations under this Agreement and Force Majeure events. The term “Force Majeure” means an occurrence that is beyond the reasonable control of the Party affected and occurs without its fault or negligence. Without limiting the foregoing, Force Majeure includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, floods, lockouts, injunctions-intervention-acts or failures or refusals to act by government authority, and other similar occurrences beyond the control of the Party declaring force majeure which such Party is unable to prevent by exercising reasonable diligence. The Force Majeure shall be deemed to commence when the Party declaring Force Majeure notifies the other Party, in accordance with Subsection 19.12, of the existence of the Force Majeure and shall be deemed to continue as long as the results or effects of the Force Majeure prevent the Party from resuming performance in accordance with this Contract. Force Majeure shall not include: (a) late delivery of equipment or any third party over whom such Party has controlmaterials caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies or similar occurrences, or (b) late performance by a Subcontractor unless the delay arises out of a Force Majeure occurrence in accordance with this Subsection 4.6(B). Except Any delay or failure in performance by either Party hereto shall not constitute default hereunder or give rise to any claim for payment obligations (including increased payment obligations resulting from the need for a Change Order)damages or loss of anticipated profits if, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its such delay or failure of, or is caused by Force Majeure. The delayed Party shall cause such delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party cease as soon as practicable and shall notify the other Party in writing. The time of Substantial Completion or Final Completion shall be extended by written amendment for a period of time equal to the Excusable Delay event and uses commercially reasonable efforts to overcome time that the results or mitigate the effects of such occurrence; and (Z) when delay prevent the affected delayed Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under performing in accordance with this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,Contract.

Excusable Delays. A Neither Party shall be in default for any delay that is permissible or excusable anticipated delay in such Party’s performance of this Agreement due to any of the following events (each an event of “Excusable DelayForce Majeure”) is any act): wars, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)riots, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act God directly damaging the Work or affecting the supply of Godgoods necessary for the Work (such as fires, including but not limited tofloods, firesabnormally severe weather events, earthquakes, flood, landslide, lightening, explosion, tropical stormstornadoes, hurricanes, tornadoesand typhoons), severe weather conditions; iv. Pandemics, epidemics, quarantines, quarantine enforced by a governmental authority or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability agency having jurisdiction due to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorismepidemic, acts of terrorism, or industry-wide labor strikes, embargoes, or work stoppages; provided that such event shall only constitute a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise Force Majeure if (a) such event is not reasonably foreseeable nor anticipated as of the power of eminent domainEffective Date, police power, condemnation (b) such event physically delays or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate prevents a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by XxxxxParty’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell performance under this Agreement, xi(c) such event is not within the control of, or caused by the negligence or willful misconduct of such Party, and (d) such Party has been unable to overcome such delay or anticipated delay by the exercise of due diligence (including, in the case of Contractor, re-sequencing resources to other available Work); and provided further that such Party notifies the other Party in writing promptly after being made aware of such Force Majeure event. Notwithstanding the foregoing, the following events shall not constitute a Force Majeure: (i) absence of sufficient financial means to perform obligations, (ii) any labor disturbance, strike or dispute solely affecting one or more Contractor Parties, (iii) mechanical failures, unless caused by a separate event of Force Majeure, (iv) the unavailability or shortages of labor, equipment or materials, unless caused by a separate event of Force Majeure, (v) rain, wind, storms and other climatic or weather conditions other than severe weather conditions that are abnormal for the local area where the Work is performed and for the time of year during which the Work is performed; or (vi) delays or increased costs arising or resulting from the COVID-19 epidemic. A Change in Applicable Law occurring after Party’s notice of Force Majeure shall describe the Effective Date,particulars of the Force Majeure event, the anticipated length of the Force Majeure event, and the impact to the Party’s performance. The Party claiming Force Majeure shall provide any and all documentation evidencing such claim of Force Majeure as reasonably requested by the other Party. Any extension to the date of performance for a period equal to the time lost by reason of the Force Majeure event. A Party shall not be eligible under any circumstances for additional compensation due to any such extension of time due to Force Majeure. Any extension of time pursuant to this Article shall be documented by a written amendment to this Agreement signed by the Parties. The Party claiming Force Majeure shall use reasonable and diligent efforts to mitigate any impact to its performance due to any Force Majeure event. Pay-for-Performance Compensation. For the avoidance of doubt, Contractor acknowledges and understands that the pay-for-performance (PFP) portion of Contractor’s compensation is based on achieving certain energy savings goals and performance metrics (including Key Performance Indicators (KPIs) and Total Resource Cost (TRC)) by certain dates and/or within certain time periods, and as such, except to the extent the CPUC approves otherwise or except to the extent inconsistent with CPUC direction, Contractor shall not be entitled to any delay or extension of any such dates or times periods upon which Contractor’s pay-for-performance compensation is based nor any modifications (whether reduction or increase) or carry-over of such energy savings goals or performance metrics as a result of any Force Majeure event.

Excusable Delays. A To the extent any of the following events results in an actual delay that is permissible or excusable (each in the Work affecting activities on the Critical Path, such shall constitute an “Excusable Delay” (to the extent not set forth below, a delay will be considered an “Inexcusable Delay”) is any act, event or condition which prevents the affected Party ): 1. Delays resulting from performing its obligations under this Agreement and Force Majeure events. The term “Force Majeure” means an occurrence that is beyond the reasonable control of the Party affected and occurs without its fault or negligence. Without limiting the foregoing, Force Majeure includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, floods, lockouts, injunctions-intervention-acts or failures or refusals to act by government authority, and other similar occurrences beyond the control of the Party declaring Force Majeure which such Party is unable to prevent by exercising reasonable diligence. The Force Majeure shall be deemed to commence when the Party declaring Force Majeure notifies the other Party, in accordance with Subsection 14.6, of the existence of the Force Majeure and shall be deemed to continue as long as the results or effects of the Force Majeure prevent the Party from resuming performance in accordance with this Agreement. Force Majeure shall not include: (a) late delivery of equipment or any third party over whom such Party has controlmaterials caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies or similar occurrences, or (b) late performance by a Subcontractor unless the delay arises out of a Force Majeure occurrence in accordance with this Subsection 6.6(B). Except Any delay or failure in performance by either Party hereto shall not constitute default hereunder or give rise to any claim for payment obligations (including increased payment obligations resulting from the need for a Change Order)damages or loss of anticipated profits if, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its such delay or failure of, or is caused by Force Majeure. The delayed Party shall cause such delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party cease as soon as practicable and shall notify the other Party in writing. The time of Substantial Completion or Final Completion shall be extended by written amendment for a period of time equal to the Excusable Delay event and uses commercially reasonable efforts to overcome time that the results or mitigate the effects of such occurrence; and (Z) when delay prevent the affected delayed Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under performing in accordance with this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement Contract will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySeller’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Seller’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work-around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Seller’s directed thirdfacility or a Seller’s sub-Seller’s facility. If the non-performing party suppliers to cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate the Contract by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (YA) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (ZB) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, earthquake, explosion, storm, tropical storms, hurricanes, tornadoes, severe weather conditions, and flood; iv. PandemicsActs of a public enemy, epidemicswar declared or not (or impending threat of any of the foregoing, quarantinesif such threat might reasonably be expected to cause injury to people or property), or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strifeblockade, insurrection, civil disobedienceriot, strife, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrectionor civil disturbance or disobedience, rebellion, pandemics, epidemics, quarantines, regional medical crises, health crises, terrorism, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-quasi- public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property),entity; ix. v. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. vi. Presence of hazardous substances or mould; vii. Shortages or inability to obtain materials, equipment, energy, or components; viii. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables products or services to be provided by Honeywell under this Agreement, xi, ix. A Change in Applicable Law occurring after the Effective Date,; x. Approval, passing, enactment or changing of sanctions laws, export/import control Laws or related regulations that impact or constrain the performance of the obligations of Honeywell or any of its supplier or vendors; xi. If site conditions, including interconnects to power generation to which any Product is attached, are inconsistent with assumptions in Honeywell’s proposal; xii. Strikes, lockouts, or other labour disruptions; or xiii. Any other cause beyond the non-performing Party's reasonable control.

Excusable Delays. A Except as otherwise expressly provided for in this Agreement, neither of One Call nor the Industry Member shall be responsible for delays or failures to perform resulting from acts beyond its reasonable control. The dates and times for performance (other than for the payment of money) shall, in conformity herewith, be postponed to the extent and for the period of time that One Call or the Industry Member, as the case may be, is prevented from meeting them by reason of the above-mentioned causes. If a party relies on this Section 21 to excuse its delay that is permissible or excusable (each an “Excusable Delay”) is failure to perform any actof its obligations under this Agreement, event it shall use commercially reasonable efforts to remedy the situation or condition which prevents remove so far as possible with reasonable dispatch the affected Party from performing cause of its delay or inability to perform any of its obligations under this Agreement. If a party relies upon this Section 21 to excuse its delay or failure to perform with any of its obligations under this Agreement and is such reliance continues for a period of more than one (1) day, or for more than three (3) days in aggregate in any period of one hundred eighty (180) successive days, the other party may terminate this Agreement upon written notice to the defaulting party. Notwithstanding the foregoing or any other provision in this Agreement, the performance of the parties’ respective obligations hereunder shall be subject to force majeure, including, but not limited to, insurrections, riots, wars and warlike operations, explosions, governmental acts, epidemics, failure of contractors and subcontractors to perform, strikes, fires, accidents, acts of any public enemy, inability to obtain required materials, qualified labour or transportation, or any similar occurrence beyond the reasonable control of such Party the party affected (or any third party over whom such Party has control"Force Majeure"). Except Should either party be temporarily excused from performance hereunder by any such circumstances it shall use its best efforts to avoid, remove or cure such circumstances and shall resume performance with utmost dispatch when such circumstances are removed or cured. Where either the Industry Member or One Call claims Force Majeure as an excuse for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered delay in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; providedperformance, that (Y) the affected Party provides party so claiming Force Majeure shall give prompt written notice thereof to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,.

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Neither Party shall have any liability or be considered in default or to be in breach or default of its obligations under this Agreement if and Contract to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due solely to causes that are unforeseeable as of the effective date of this Contract and beyond its failure ofreasonable control, including (a) acts of God, acts (or failures to act) of governmental authorities after the exercise of reasonable diligence, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, war (declared or undeclared), epidemics, civil unrest, riots, delays in transportation (other than such delays caused by (i) the Seller or Seller’s sub-contractor’s negligence in the event that Seller provides transportation pursuant to Article 5 Section 5.2 or (ii) the Buyer or Buyer’s sub-contractor’s negligence in the event that Buyer provides transportation pursuant to Article 5 Section 5.3), or delay incar shortages; or (b) in the case of the Seller, performance is due shipment to an Excusable Delay event; provided, that (Y) the storage in accordance with Article 6. The affected Party provides written notice to shall (w) notify the other Party as soon as practicable promptly of the Excusable Delay occurrence of any such event (and, in any event, within ten (10) days after such event) describing the details of the event; (x) notify the other Party of the expected duration and uses likely impact of the event within twenty (20) days after such event; (y) use all commercially reasonable efforts to overcome or mitigate the cause and effects of such occurrencedelay; and (Zz) when notify the other Party promptly after the affected Party can resume its obligations, such Party shall give the other Party written notice is able to that effect and shall promptly resume performance. The dates of Shipment or of other performance under this Contract shall be equitably extended for a period of time based upon the time lost as a result of the excusable delay and the impact on the Seller’s performance of the Work. Notwithstanding anything to the prior sentencecontrary above, quantities affected by (i) delays in Buyer obtaining necessary project related permits shall not be deemed an Excusable Delay mayDelay, at and (ii) Buyer shall not be excused from making payments due in accordance with the option Contract as a result of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. an Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,Delay.

Excusable Delays. A (A) Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents failure in the affected Party from performing its performance of a Party’s obligations under this Agreement Contract (other than payment obligations) shall be excused, and is such Party will not be liable for, or be in default for, such delay or non-performance, if the cause of the delay or non-performance is, in whole or in part, beyond the such Party’s reasonable control and without the negligence of such Party (or its Subcontractors at any third party over whom such Party has controltier). Except for payment obligations (including increased payment obligations resulting from Purchaser acknowledges that following the need for a Change Order)end of an excusable delay event, neither Party Contractor shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, resume full performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payments obligations of Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. (B) Excusable delays shall be conclusively deemed to include, but are not limited to Acts of God or of the Excusable Delay event and uses commercially reasonable efforts public enemy; acts or omissions of governmental bodies, including the FCC, in their sovereign capacities or contractual capacities (including the inability to overcome obtain and/or the suspension, withdrawal, or mitigate non-renewal of export or import licenses required for the effects performance of such occurrencethe Contract); and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited towar (declared or undeclared), fires, earthquakes, floodfloods, landslide, lightening, explosion, tropical storms, other unusually severe weather conditions such as hurricanes, tornadoes, severe weather conditions; iv. Pandemicstornadoes and typhoons, epidemics, quarantinesquarantine restrictions, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockoutscomponent or parts alerts, labor and other industrial disputes, terrorist acts and freight embargoes sabotage, riots, theft; introduction of malicious code; failures or other labor disruptions, viii. Riotsinterruptions in essential services or equipment (e.g., strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police electrical power, condemnation telecommunications, fuels, water); embargoes and other transportation failures. (C) The Party whose performance is delayed under Section 17(A) shall give notice in writing to the other Party within seven (7) Business Days after an excusable delay shall have occurred or other taking by or on behalf such notifying Party knows of any publican excusable delay, quasi-public or private entity (or impending threat of any of whichever is later. Notwithstanding the foregoing, if a Party’s failure to provide such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, notice shall not prevent such an event from qualifying as an excusable delay, denial or except to the extent the failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, to so notify prejudices the other Party’s ability to work mitigate the impact of the delay or operate a facilitynon performance. Such notice shall also be given at the termination of the excusable delay. The delivery requirements shall only be extended, upon mutual agreement of the Parties, by such period of time as is justified by the evidence forwarded in the notice, but in any event not less than one (1) Day for one (1) Day of excusable delay. (D) Should excusable delays total, or approval be likely to total, six (6) consecutive months or more, Purchaser, at its option, may terminate this Contract with respect to unlaunched Spacecraft by a Governmental Authority or electric utility relating in any way written notice to Contractor and the conditions of Article 21 shall apply. Purchaser’s right to terminate pursuant to this Article 17(D) shall not apply to the Deliverables; x. Inability or refusal by Xxxxxextent that excusable delays do not affect Contractor’s directed third-party suppliers ability to provide Honeywell partsperform (i.e., services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,such excusable delays affect Purchaser only).

Excusable Delays. A (A) Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents failure in the affected Party from performing its performance of a Party’s obligations under this Agreement Contract (other than payment obligations) shall be excused, and is such Party will not be liable for, or be in default for, such delay or non-performance, if the cause of the delay or non-performance is, in whole or in part, beyond the such Party’s reasonable control and without the negligence of such Party (or its Subcontractors at any third party over whom such Party has controltier). Except for payment obligations (including increased payment obligations resulting from For the need for a Change Order)avoidance of doubt, neither Party shall be considered in default or in breach of its the Contractor’s obligations under this Agreement if shall be excused by delay or failure of Spaceflight Industries, Inc. in meeting its obligations under the Contribution Agreement executed by and to between Spaceflight Industries, Inc. and LeoStella, LLC on March 12, 2018. CONTRACT NUMBER SPCJV1 - CONFIDENTIAL 18 Purchaser acknowledges that following the extent that its failure of, or end of an excusable delay in, event Contractor shall resume full performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as commercially practicable and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payments obligations of Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. Depending on the consequences of the excusable delay event the Parties agree to modify affected provisions of the Contract as necessary. (B) Excusable Delay event and uses commercially reasonable efforts delays shall be conclusively deemed to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liabilityinclude, but are not limited to Acts of God or of the Agreement will otherwise remain unaffected. Excusable Delay events public enemy; acts or omissions of governmental bodies, in their sovereign capacities or contractual capacities (including the inability to obtain and/or the suspension, withdrawal, or non-renewal of export or import licenses required for the performance of the Contract and such inability to obtain and/or the suspension, withdrawal, or non-renewal of export or import licenses is not due to the negligent actions or inaction of the Contractor), provided Contractor shall include, without limitation: i. Delays or refusals have taken reasonable steps to grant an export license or the suspension or revocation thereof; ii. Any other mitigate any such effects by due diligence; acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited towar (declared or undeclared), fires, earthquakes, floodfloods, landslide, lightening, explosion, tropical storms, other unusually severe weather conditions such as hurricanes, tornadoes, severe weather conditions; iv. Pandemicstornadoes and typhoons, epidemics, quarantinesquarantine restrictions, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockoutscomponent or parts alerts or malwares the effects on Contractor’s performance hereunder of which were not reasonably foreseeable or reasonably mitigatable by Contractor, or labor and other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts industrial disputes of a public enemynature not primarily related to Contractor’s employees, warterrorist acts and freight embargoes, blockadesabotage, insurrectionriots, rebellionfailures or interruptions in essential services or equipment (e.g., sabotage or similar occurrence any exercise of the power of eminent domain, police electrical power, condemnation telecommunications, fuels, water); embargoes and other transportation failures; (C) The Party whose performance is delayed under Section 17(A) shall give notice in writing to the other Party within [***] after an excusable delay has occurred or other taking by or on behalf such notifying Party knows of any publican excusable delay, quasi-public or private entity (or impending threat of any of whichever is later. Notwithstanding the foregoing, if a Party’s failure to provide such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, notice shall not prevent such an event from qualifying as an excusable delay, denial or except to the extent the failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, to so notify prejudices the other Party’s ability to work mitigate the impact of the delay or operate a facilitynon performance. Such notice shall also be given at the termination of the excusable delay. The delivery requirements shall only be extended, upon mutual agreement of the Parties, by such period of time as is justified by the evidence forwarded in the notice, but in any event not less than one (1) Day for one (1) Day of excusable delay. (D) Should excusable delays total, or approval be likely (as reasonably determined by a Governmental Authority or electric utility relating in any way Purchaser) to total, [***], Purchaser, at its option, may terminate this Contract with respect to undelivered Spacecraft by written notice to Contractor and the conditions of Article 21 shall apply. Purchaser’s right to terminate pursuant to this Article 17(D) shall not apply to the Deliverables; x. Inability or refusal by Xxxxxextent that excusable delays do not affect Contractor’s directed third-party suppliers ability to provide Honeywell partsperform (i.e., services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xisuch excusable delays affect Purchaser only). A Change in Applicable Law occurring after the Effective Date,CONTRACT NUMBER SPCJV1 - CONFIDENTIAL 19

Excusable Delays. A To the extent any of the following events results in an actual delay that is permissible or excusable (each in the Work affecting activities on the Critical Path, such shall constitute an “Excusable Delay” (to the extent not set forth below, a delay will be considered an “Inexcusable Delay”) is any act, event or condition which prevents the affected Party ): 1. Delays resulting from performing its obligations under this Agreement and Force Majeure events. The term “Force Majeure” means an occurrence that is beyond the reasonable control of the Party affected and occurs without its fault or negligence. Without limiting the foregoing, Force Majeure includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, floods, lockouts, injunctions-intervention-acts, or failures or refusals to act by government authority, and other similar occurrences beyond the control of the Party declaring Force Majeure which such Party is unable to prevent by exercising reasonable diligence. The Force Majeure shall be deemed to commence when the Party declaring Force Majeure notifies the other Party, in accordance with Subsection 14.6, of the existence of the Force Majeure and shall be deemed to continue as long as the results or effects of the Force Majeure prevent the Party from resuming performance in accordance with this Agreement. Force Majeure shall not include: (a) late delivery of equipment or any third party over whom such Party has controlmaterials caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies or similar occurrences, or (b) late performance by a Subcontractor unless the delay arises out of a Force Majeure occurrence in accordance with this Subsection 6.6(B). Except Any delay or failure in performance by either Party hereto shall not constitute default hereunder or give rise to any claim for payment obligations (including increased payment obligations resulting from the need for a Change Order)damages or loss of anticipated profits if, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its such delay or failure of, or is caused by Force Majeure. The delayed Party shall cause such delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party cease as soon as practicable and shall notify the other Party in writing. The time of Substantial Completion or Final Completion shall be extended by written amendment for a period of time equal to the Excusable Delay event and uses commercially reasonable efforts to overcome time that the results or mitigate the effects of such occurrence; and (Z) when delay prevent the affected delayed Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under performing in accordance with this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement Contract will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, and/or that (Y) the affected are completely out of Seller´s capacity of control. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySeller’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Seller’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work- around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Seller’s directed thirdfacility or a Seller’s sub-Seller’s facility. If the non-performing party suppliers to cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate the Contract by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power or other utilities, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySupplier’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Supplier’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work-around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Supplier’s directed thirdfacility or a Supplier’s sub-party suppliers to Supplier’s facility. If the non-performing Party cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than thirty (30) calendar days, or if the non-performance exceeds thirty (30) calendar days, the other information necessary Party may terminate this Agreement by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non- performing Party before performance resumes without liability.

Excusable Delays. A Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected failure by a Party from performing to fulfill its obligations under this Agreement Contract will not be deemed a breach to the extent that Excusable Delay causes the failure or delay. “Excusable Delay” means acts of God, unavailability of electric power, fire, flood, earthquake, tornado, explosions, riot, war, acts of terrorism, embargoes, government actions issued in an emergency, including those that prevent a Party from exercising control over its facility, and is any similar circumstance beyond the reasonable control of a Party and without such Party (Party’s fault or any third party over whom such Party has control)negligence. Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)Raw material shortages, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure oflabor shortages, or delay insystem failures are not Excusable Delays, performance is due to unless directly caused by an event that constitutes Excusable Delay event; provided, that (Y) the affected Delay. The Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected impacted by an Excusable Delay maymust make all reasonable efforts and incur all reasonable costs to mitigate the effect of the Excusable Delay. In no event, at the option of Honeywellhowever, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a partySeller’s ability inability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of as a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat result of any of the foregoing, if such threat might reasonably be expected to cause injury to people following constitute Excusable Delay: (a) Seller’s insolvency or property), ix. Suspension, termination, interruption, delay, denial financial condition; (b) change in cost or failure availability of renewal raw materials or issuance components based on market conditions; (c) change in cost or availability of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facilitymethod of transportation; (d) changes in, or approval implementation of new government regulations, taxes or incentives; (e) failure to obtain permits, licenses or other government approvals; (f) failure to use available substitute services, alternate sources, work- around plans or other means by which the requirements of a Governmental Authority buyer of products or electric utility relating in any way services substantively similar to the Deliverables; x. Inability Products or refusal by XxxxxServices would be satisfied; or (g) labor disruptions, strikes, lockouts and slowdowns affecting a Seller’s directed thirdfacility or a Seller’s sub-Seller’s facility. If the nonperforming party suppliers to cannot provide Honeywell parts, services, manualsadequate assurances that the Excusable Delay will last less than 30 calendar days, or if the non-performance exceeds 30 calendar days, the other information necessary Party may terminate the Contract by notice given to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,non-performing Party before performance resumes without liability.

Excusable Delays. A Except as otherwise expressly provided for in this Agreement, neither of One Call nor the Industry Member shall be responsible for delays or failures to perform resulting from acts beyond its reasonable control. The dates and times for performance (other than for the payment of money) shall, in conformity herewith, be postponed to the extent and for the period of time that One Call or the Industry Member, as the case may be, is prevented from meeting them by reason of the above-mentioned causes. If a party relies on this Section 21 to excuse its delay that is permissible or excusable (each an “Excusable Delay”) is failure to perform any actof its obligations under this Agreement, event it shall use commercially reasonable efforts to remedy the situation or condition which prevents remove so far as possible with reasonable dispatch the affected Party from performing cause of its delay or inability to perform any of its obligations under this Agreement. If a party relies upon this Section 21 to excuse its delay or failure to perform with any of its obligations under this Agreement and is such reliance continues for a period of more than one (1) day, or for more than three (3) days in aggregate in any period of one hundred eighty (180) successive days, the other party may terminate this Agreement upon written notice to the defaulting party. Notwithstanding the foregoing or any other provision in this Agreement, the performance of the parties’ respective obligations hereunder shall be subject to force majeure, including, but not limited to, insurrections, riots, wars and warlike operations, explosions, governmental acts, epidemics, failure of contractors and subcontractors to perform, strikes, fires, human health emergencies, accidents, acts of any public enemy, inability to obtain required materials, qualified labour or transportation, or any similar occurrence beyond the reasonable control of such Party the party affected (or any third party over whom such Party has control"Force Majeure"). Except Should either party be temporarily excused from performance hereunder by any such circumstances it shall use its best efforts to avoid, remove or cure such circumstances and shall resume performance with utmost dispatch when such circumstances are removed or cured. Where either the Industry Member or One Call claims Force Majeure as an excuse for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered delay in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; providedperformance, that (Y) the affected Party provides party so claiming Force Majeure shall give prompt written notice thereof to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,.

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party 8.1 Neither Sea Launch nor MSV shall be considered liable to the other in default or the event of a delay in breach the performance of its obligations under this Agreement if or commitments, and the date on which those obligations are to be fulfilled shall be extended for a period of time equal to that caused by the extent delay when the delay is considered to be an Excusable Delay, that its failure of, or delay in, performance is due to causes beyond the control of Sea Launch or MSV as the case may be, and not due to their fault or negligence in reasonably anticipating and avoiding such delays and not due to a breach of any material provision of this Contract. Such Excusable Delays also include the Excusable Delays of subcontractors when the item(s) or service(s) provided by the subcontractor cannot be reasonably obtained from other sources. Such Excusable Delays shall include, but not be limited to: acts of God; fires; explosions; earthquakes; floods; epidemic; quarantine restrictions; any environmental issue(s)interruptions of essential services such as electricity, natural gas, fuels and/or water; adverse weather or launch safety conditions that do not permit Launch; any condition which jeopardizes the safety of the employees of Sea Launch or MSV or their subcontractors; acts (including delay or failure to act) of any governmental authority (de jure or de facto), embargoes, strikes or labor stoppages (other than, in the case of Sea Launch, by Sea Launch or any entities controlled by Sea Launch, and in the case of MSV, by MSV or any entities controlled by MSV); wars; riots; revolutions, terrorism, and hijacking. Notwithstanding the foregoing, in no event will financial hardship or insolvency of a Party or any of its contractors or subcontractors constitute an Excusable Delay. The Party impacted by an Excusable Delay event; provided, that (Y) the affected Party provides shall endeavor to provide written notice to the other Party as soon as practicable within ten (10) Days, however not later than thirty (30) Days, after the performance of the Party claiming the Excusable Delay has been impacted by the occurrence of any such Excusable Delay. Any such notice shall contain an assessment of the impact on the Launch Schedule and the plans of the delayed Party for mitigating the impact of the Excusable Delay. In the case of Sea Launch, such notice shall include a detailed description of the portion of the Launch Services known to be affected by such Excusable Delay. In the case of MSV, such notice shall include a detailed description of the events or incidences causing such Excusable Delay event and uses that portion of MSV’s operation known to be affected by such Excusable Delay. Each Party, in coordination with the other, shall use commercially reasonable efforts to overcome avoid or mitigate minimize and/or work around such delay through the effects implementation of such occurrence; and (Z) when any workaround plans, alternate sources, or other means the affected applicable Party can resume its obligations, such may utilize to minimize a delay in performance of the Launch Services or other relevant requirement under this Contract. A Party claiming an Excusable Delay shall give provide the other Party prompt written notice when the event constituting the delay is resolved. 8.2 The inability of Sea Launch to that effect and perform due to any export control restrictions or due to any denial or delay of an export license, where Sea Launch used its commercially reasonable efforts to obtain such license(s), shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by be an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; iievent. Any other acts of any Government Authority that would limit delays caused by a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts launch failure of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ixSea Launch launch vehicle shall not constitute an Excusable Delay. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating Any delays effecting MSV’s timely payment in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,accordance with Article 5 shall not constitute an Excusable Delay.

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, explosion, tropical storms, hurricanes, tornadoes, severe weather conditions; iv. Pandemics, epidemics, quarantines, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell under this Agreement, xi. A Change in Applicable Law occurring after the Effective Date,

Excusable Delays. A (A) Any delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents failure in the affected Party from performing its performance of a Party’s obligations under this Agreement Contract (other than payment obligations) shall be excused, and is such Party will not be liable for, or be in default for, such delay or non-performance, if the cause of the delay or non-performance is, in whole or in part, beyond the such Party’s reasonable control and without the negligence of such Party (or its Subcontractors at any third party over whom such Party has controltier). Except for payment obligations (including increased payment obligations resulting from Purchaser acknowledges that following the need for a Change Order)end of an excusable delay event, neither Party Contractor shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, resume full performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payments obligations of Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. (B) Excusable delays shall be conclusively deemed to include, but are not limited to Acts of God or of the Excusable Delay event and uses commercially reasonable efforts public enemy; acts or omissions of governmental bodies, including the FCC, in their sovereign capacities or contractual capacities (including the inability to overcome obtain and/or the suspension, withdrawal, or mitigate non-renewal of export or import licenses required for the effects performance of such occurrencethe Contract); and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited towar (declared or undeclared), fires, earthquakes, floodfloods, landslide, lightening, explosion, tropical storms, other unusually severe weather conditions such as hurricanes, tornadoes, severe weather conditions; iv. Pandemicstornadoes and typhoons, epidemics, quarantinesquarantine restrictions, or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockoutscomponent or parts alerts, labor and other industrial disputes, terrorist acts and freight embargoes sabotage, riots, theft; introduction of malicious code; failures or other labor disruptions, viii. Riotsinterruptions in essential services or equipment (e.g., strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise of the power of eminent domain, police electrical power, condemnation telecommunications, fuels, water); embargoes and other transportation failures. (C) The Party whose performance is delayed under Section 17(A) shall give notice in writing to the other Party within seven (7) Business Days after an excusable delay shall have occurred or other taking by or on behalf such notifying Party knows of any publican excusable delay, quasi-public or private entity (or impending threat of any of whichever is later. Notwithstanding the foregoing, if a Party’s failure to provide such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, notice shall not prevent such an event from qualifying as an excusable delay, denial or except to the extent the failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, to so notify prejudices the other Party’s ability to work mitigate the impact of the delay or operate a facilitynon performance. Such notice shall also be given at the termination of the excusable delay. The delivery requirements shall only be extended, upon mutual agreement of the Parties, by such period of time as is justified by the evidence forwarded in the notice, but in any event not less than one (1) Day for one (1) Day of excusable delay. (D) Should excusable delays total, or approval by a Governmental Authority be likely to total, six (6) consecutive months or electric utility relating in any way more, Purchaser, at its option, may terminate this Contract with respect to the Deliverables; x. Inability or refusal affected remaining Work by Xxxxxwritten notice to Contractor and the conditions of Article 21 shall apply. Purchaser’s directed third-party suppliers right to provide Honeywell parts, services, manuals, or other information necessary terminate pursuant to this Article 17(D) shall not apply to the Deliverables extent that excusable delays do not affect Contractor’s ability to be provided by Honeywell under this Agreementperform (i.e., xi. A Change in Applicable Law occurring after the Effective Date,such excusable delays affect Purchaser only).

Excusable Delays. A Neither Party shall be in default for any delay that is permissible or excusable anticipated delay in such Party’s performance of this Agreement due to any of the following events (each an event of “Excusable DelayForce Majeure”) is any act): wars, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order)riots, neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act God directly damaging the Work or affecting the supply of Godgoods necessary for the Work (such as fires, including but not limited tofloods, firesabnormally severe weather events, earthquakes, flood, landslide, lightening, explosion, tropical stormstornadoes, hurricanes, tornadoesand typhoons), severe weather conditions; iv. Pandemics, epidemics, quarantines, quarantine enforced by a governmental authority or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability agency having jurisdiction due to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorismepidemic, acts of terrorism, or industry-wide labor strikes, embargoes, or work stoppages; provided that such event shall only constitute a public enemy, war, blockade, insurrection, rebellion, sabotage or similar occurrence any exercise Force Majeure if (a) such event is not reasonably foreseeable nor anticipated as of the power of eminent domainEffective Date, police power, condemnation (b) such event physically delays or other taking by or on behalf of any public, quasi-public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), ix. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate prevents a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. Inability or refusal by XxxxxParty’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables to be provided by Honeywell performance under this Agreement, xi(c) such event is not within the control of, or caused by the negligence or willful misconduct of such Party, and (d) such Party has been unable to overcome such delay or anticipated delay by the exercise of due diligence (including, in the case of Contractor, re-sequencing resources to other available Work); and provided further that such Party notifies the other Party in writing promptly after being made aware of such Force Majeure event. Notwithstanding the foregoing, the following events shall not constitute a Force Majeure: (i) absence of sufficient financial means to perform obligations, (ii) any labor disturbance, strike or dispute solely affecting one or more Contractor Parties, (iii) mechanical failures, unless caused by a separate event of Force Majeure, (iv) the unavailability or shortages of labor, equipment or materials, unless caused by a separate event of Force Majeure, (v) rain, wind, storms and other climatic or weather conditions other than severe weather conditions that are abnormal for the local area where the Work is performed and for the time of year during which the Work is performed; or (vi) delays or increased costs arising or resulting from the novel coronavirus (COVID-19) epidemic. A Change in Applicable Law occurring after Party’s notice of Force Majeure shall describe the Effective Date,particulars of the Force Majeure event, the anticipated length of the Force Majeure event, and the impact to the Party’s performance. The Party claiming Force Majeure shall provide any and all documentation evidencing such claim of Force Majeure as reasonably requested by the other Party. Any extension to the date of performance for a period equal to the time lost by reason of the Force Majeure event. A Party shall not be eligible under any circumstances for additional compensation due to any such extension of time due to Force Majeure. Any extension of time pursuant to this Article shall be documented by a written amendment to this Agreement signed by the Parties. The Party claiming Force Majeure shall use reasonable and diligent efforts to mitigate any impact to its performance due to any Force Majeure event.

Excusable Delays. A delay that is permissible or excusable (each an “Excusable Delay”) is any act, event or condition which prevents the affected Party from performing its obligations under this Agreement and is beyond the reasonable control of such Party (or any third party over whom such Party has control). Except for payment obligations (including increased payment obligations resulting from the need for a Change Order), neither Party shall be considered in default or in breach of its obligations under this Agreement if and to the extent that its failure of, or delay in, performance is due to an Excusable Delay event; provided, that (Y) the affected Party provides written notice to the other Party as soon as practicable of the Excusable Delay event and uses commercially reasonable efforts to overcome or mitigate the effects of such occurrence; and (Z) when the affected Party can resume its obligations, such Party shall give the other Party written notice to that effect and shall promptly resume performance. Notwithstanding the prior sentence, quantities affected by an Excusable Delay may, at the option of Honeywell, be eliminated from the Agreement without liability, but the Agreement will otherwise remain unaffected. Excusable Delay events shall include, without limitation: i. Delays or refusals to grant an export license or the suspension or revocation thereof; ii. Any other acts of any Government Authority that would limit a party’s ability to perform under this Agreement; iii. An act of God, including but not limited to, fires, earthquakes, flood, landslide, lightening, earthquake, explosion, storm, tropical storms, hurricanes, tornadoes, severe weather conditions, and flood; iv. PandemicsActs of a public enemy, epidemicswar declared or not (or impending threat of any of the foregoing, quarantinesif such threat might reasonably be expected to cause injury to people or property), or regional medical crises, v. The presence Hazardous Substances or Mold, vi. Shortages or inability to obtain materials, equipment, energy, or components, vii. Labor strikes, lockouts, or other labor disruptions, viii. Riots, strifeblockade, insurrection, civil disobedienceriot, strife, landowner disturbances, armed conflict, terrorism, acts of a public enemy, war, blockade, insurrectionor civil disturbance or disobedience, rebellion, pandemics, epidemics, quarantines, regional medical crises, health crises, terrorism, sabotage or similar occurrence any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-quasi- public or private entity (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property),entity; ix. v. Suspension, termination, interruption, delay, denial or failure of renewal or issuance of any governmental permit, license, consent, authorization, interconnection, ability to work or operate a facility, or approval by a Governmental Authority or electric utility relating in any way to the Deliverables; x. vi. Presence of hazardous substances or mold; vii. Shortages or inability to obtain materials, equipment, energy, or components; viii. Inability or refusal by Xxxxx’s directed third-party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the Deliverables products or services to be provided by Honeywell under this Agreement, xi, ix. A Change in Applicable Law occurring after the Effective Date,; x. Approval, passing, enactment or changing of sanctions laws, export/import control Laws or related regulations that impact or constrain the performance of the obligations of Honeywell or any of its supplier or vendors; xi. If site conditions, including interconnects to power generation to which any Product is attached, are inconsistent with assumptions in Honeywell’s proposal; xii. Strikes, lockouts, or other labor disruptions; or