Common use of Excuse from Performance Clause in Contracts

Excuse from Performance. Either Party shall be excused from performing its respective obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, earthquake, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION terrorism, or power failure; provided that such performance shall be excused only to the extent of and during such disability and the affected Party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable. Any time specified for completion of performance during or subsequent to the occurrence of any or all such events shall be automatically extended for a commercially reasonable period of time to enable the affected Party to recover from such disability. Hospira shall immediately notify Omeros if, by reason of any of the events referred to herein, Hospira is unable to meet any such time for performance. Capacity constraints due to the volume of business at Hospira shall not be deemed a force majeure event. If Hospira experiences a force majeure event that interferes with Processing of Product at Hospira’s Facility, Hospira shall, at Omeros’ discretion and request, cooperate in good faith with Omeros in expeditiously transferring Processing to another of Hospira’s facilities, if available. The Parties shall mutually discuss and implement in good faith an agreed-upon action plan for such transfer. The Parties understand and agree that Omeros has chosen the excipient and primary container packaging component suppliers listed in the Specifications and Hospira has agreed to such suppliers. In the event that Hospira has reasonably objected in writing to the use of such suppliers based on demonstrable quality or reliability concerns, and Omeros has unreasonably refused alternate suppliers proposed by Hospira for reasons other than demonstrable quality or reliability concerns, then under such circumstances, Hospira shall not have any liability to Omeros, nor shall Hospira be deemed to be in breach of this Agreement, if Hospira is unable to supply Product to Omeros due to a failure of such suppliers to provide such excipients and/or primary container packaging components to Hospira.

Excuse from Performance. Either Party The Parties shall be excused from performing its their respective obligations under this Agreement if its hereunder during and only during the time they are prevented from so performing by reason of floods, earthquakes, other “acts of God”, war, civil insurrection, riots, acts of any government (including judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the Party claiming excuse from performance is delayed or prevented by any event beyond such Party’s reasonable controlhereunder. Labor unrest, including, including but not limited toto strike, acts of Godwork stoppage or slowdown, firesick-out, explosion, weather, disease, war, insurrection, civil strife, riots, government action, earthquake, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION terrorismpicketing, or power failure; provided that such other concerted job action conducted by Franchisee’s employees or directed at Franchisee is not an excuse from performance and Franchisee shall be excused only obligated to the extent of and during such disability and the affected Party shall use commercially reasonable efforts continue to resume performance as soon as reasonably practicable. Any time specified for completion of performance during or subsequent to provide service notwithstanding the occurrence of any or all of such events shall be automatically extended for events; provided, that in the case of labor unrest or job action directed at a commercially reasonable period third party over whom Franchisee has no control, the inability of time Franchisee to enable the affected Party to recover from such disability. Hospira shall immediately notify Omeros if, by reason of any of the events referred to herein, Hospira is unable to meet any such time for performance. Capacity constraints make collections or sweep streets due to the volume unwillingness or failure of business at Hospira shall not be deemed a force majeure event. If Hospira experiences a force majeure event that interferes the third party to provide reasonable assurance of the safety of Franchisee's employees while making collections or sweeping streets or to make reasonable accommodations with Processing respect to container placement and point of Product at Hospira’s Facilitydelivery, Hospira time of collection or other operating circumstances to minimize any confrontation with pickets or the number of persons necessary to make collections shall, to that limited extent, excuse performance and provided further that the foregoing excuse shall be conditioned on Franchisee's cooperation in making collection and sweeping streets at Omeros’ discretion different times and request, cooperate in good faith with Omeros in expeditiously transferring Processing to another of Hospira’s facilities, if availabledifferent locations. The Parties shall mutually discuss Party claiming excuse from performance shall, within two (2) days after such Party has notice of such cause, give the other Party notice of the facts constituting such cause and implement in good faith an agreed-upon action plan for such transfer. The Parties understand and agree that Omeros has chosen the excipient and primary container packaging component suppliers listed in the Specifications and Hospira has agreed asserting its claim to such suppliersexcuse under this Section. In the event that Hospira has reasonably objected either Party validly exercises its rights under this Section, the Parties hereby waive any claim against each other for any damages sustained thereby. The Party claiming excuse under this Section shall use its best efforts to remedy its inability to perform as soon as possible. The partial or complete interruption or discontinuance of Franchisee's services caused by one or more of the events described in writing to this Section shall not constitute a default by Franchisee under this Franchise. Notwithstanding the use foregoing, however, if Franchisee is excused from performing its obligations hereunder for any of such suppliers based on demonstrable quality the causes listed in this Section for a period of thirty (30) days or reliability concernsmore, and Omeros has unreasonably refused alternate suppliers proposed by Hospira other than as the result of third party labor disputes where service cannot be provided for reasons other than demonstrable quality or reliability concernsdescribed earlier in this section, then under such circumstancesthe City shall nevertheless have the right, Hospira shall not have any liability in its sole discretion, to Omeros, nor shall Hospira be deemed to be in breach of terminate this Agreement, if Hospira is unable to supply Product to Omeros due to a failure of such suppliers to provide such excipients and/or primary container packaging components to HospiraFranchise by giving ten (10) days’ notice.

Excuse from Performance. Either Party shall Provider will be excused from performing its respective obligations under this Agreement failures to perform Services only if its performance is delayed and to the extent (A) caused by (i) the act or prevented omission of Customer, a member of Customer Group or a third party engaged by or managed by Customer (except if and to the extent caused by Provider); (ii) any event beyond such Party’s reasonable controlEquipment, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, earthquake, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION terrorismCustomer Software, or power failureother technology refresh or maintenance for which Customer or a member of Customer Group is responsible to the extent such responsibility is identified in the Statement of Work; (iii) Provider acting, or refraining from acting, in accordance with the written decision or direction of the Customer Relationship Manager; provided that such performance shall be excused only Provider has described the potential adverse consequences to the extent Customer Relationship Manager in writing; or (v) Customer or Customer Group’s failure to perform one or more Customer Operational Responsibilities or of Customer’s responsibilities expressly identified in this Agreement or the applicable SOW, provided such Customer responsibilities are reasonably required under the circumstances and during are not hindered, impaired, delayed, or otherwise impacted by or dependent on Provider, Provider Agents, or Provider Staff (a “Non-Provider Failure”); (B) such disability Non-Provider Failure directly and materially causes Provider’s failure to perform the affected Party shall use applicable Services (an “Excused Performance Failure”); and (C) Provider, as soon as reasonably possible under the circumstances, (1) notifies Customer of the Non-Provider Failure and Customer fails to remedy the failure; (2) uses commercially reasonable efforts to resume performance as soon as reasonably practicable. Any time specified for completion mitigate the adverse consequences of performance during or subsequent to the occurrence of any or all such events shall be automatically extended for a commercially reasonable period of time to enable Non-Provider Failure; and (3) timely resumes performing the affected Party to recover from such disability. Hospira shall immediately notify Omeros if, by reason of any Services upon resolution of the events referred to herein, Hospira is unable to meet any such time for performanceNon-Provider Failure. Capacity constraints due to the volume of business at Hospira shall Customer will not be deemed a force majeure event. If Hospira experiences a force majeure event that interferes with Processing of Product at Hospira’s Facility, Hospira shall, at Omeros’ discretion and request, cooperate in good faith with Omeros in expeditiously transferring Processing to another of Hospira’s facilities, if available. The Parties shall mutually discuss and implement in good faith an agreed-upon action plan for such transfer. The Parties understand and agree that Omeros has chosen the excipient and primary container packaging component suppliers listed in the Specifications and Hospira has agreed to such suppliers. In the event that Hospira has reasonably objected in writing to the use of such suppliers based on demonstrable quality or reliability concerns, and Omeros has unreasonably refused alternate suppliers proposed by Hospira for reasons other than demonstrable quality or reliability concerns, then under such circumstances, Hospira shall not have any liability to Omeros, nor shall Hospira be deemed to be in breach of this the Agreement, if Hospira is unable and Provider will not have the right to supply Product terminate this MSA, the applicable SOW, or the Services (in each case, in whole or in part), to Omeros claim damages, or to seek other remedies (except for excuse from performance under this section) due to the there being a failure Non-Provider Failure that causes an Excused Performance Failure (except for Customer’s obligations hereunder related to payment and withholding of disputed Fees). Each member of Provider Staff is expected to immediately escalate an issue if such suppliers Provider Staff member’s performance is impacted by a Non-Provider Failure. Notwithstanding any Non-Provider Failure, Provider will use proactive, good faith efforts at all times to provide such excipients and/or primary container packaging components to Hospira.maximize the possibility that the Services will nonetheless be performed in a timely manner. Juniper – IBM, MSA, dated 12-31-2018 MA-IB-00136-2018

Excuse from Performance. Either Party shall be excused from performing its respective obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, earthquake, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION terrorism, or power failure; provided that such performance shall be excused only to the extent of and during such disability and the affected Party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable. Any time specified for completion of performance during or subsequent to the occurrence of any or all such events shall be automatically extended for a commercially reasonable period of time to enable the affected Party to recover from such disability. Hospira shall immediately notify Omeros if, by reason of any of the events referred to herein, Hospira is unable to meet any such time for performance. Capacity constraints due to the volume of business at Hospira shall not be deemed a force majeure event. If Hospira experiences a force majeure event that interferes with Processing of Product at Hospira’s Facility, Hospira shall, at Omeros’ discretion and request, cooperate in good faith with Omeros in expeditiously transferring Processing to another of Hospira’s facilities, if available. The Parties shall mutually discuss and implement in good faith an agreed-upon action plan for such transfer. The Parties understand and agree that Omeros has chosen the excipient and primary container packaging component suppliers listed in the Specifications and Hospira has agreed to such suppliers. In the event that Hospira has reasonably objected in writing to the use of such suppliers based on demonstrable quality or reliability concerns, and Omeros has unreasonably refused alternate suppliers proposed by Hospira for reasons other than demonstrable quality or reliability concerns, then under such circumstances, Hospira shall not have any liability to Omeros, nor shall Hospira be deemed to be in breach of this Agreement, if Hospira is unable to supply Product to Omeros due to a failure of such suppliers to provide such excipients and/or primary container packaging components to Hospira.

Excuse from Performance. Either Party shall be excused from performing its respective obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, earthquake, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION terrorism, or power failure; provided provided, however, that such performance shall be excused only to the extent of and during such disability and the affected Party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable. Any time specified for completion of performance during or subsequent to the occurrence of any or all such events shall be automatically extended for a commercially reasonable period of time to enable the affected Party to recover from such disability. Hospira shall immediately notify Omeros if, by reason of any of the events referred to herein, Hospira is unable to meet any such time for performance. Capacity constraints due to the volume of business at Hospira shall not be deemed a force majeure event. If Hospira experiences a force majeure event that interferes with Processing of Product at Hospira’s Facility, Hospira shall, at Omeros’ discretion and request, cooperate in good faith with Omeros in expeditiously transferring Processing to another of Hospira’s facilities, if available. The Parties shall mutually discuss and implement in good faith an agreed-upon action plan for such transfer. The Parties understand and agree that Omeros has chosen the excipient and primary container packaging component suppliers listed in the Specifications and Hospira has agreed to such suppliers. In the event that Under no circumstances shall Hospira has reasonably objected in writing to the use of such suppliers based on demonstrable quality or reliability concerns, and Omeros has unreasonably refused alternate suppliers proposed by Hospira for reasons other than demonstrable quality or reliability concerns, then under such circumstances, Hospira shall not have any liability to Omeros, nor shall Hospira be deemed to be in breach of this Agreement, if Hospira is unable to supply Product to Omeros due to a failure of such suppliers the primary container supplier to provide such excipients and/or primary container packaging components containers to Hospira; provided, however, that Hospira has used all commercially reasonable efforts to obtain the relevant containers from the approved supplier in accordance with Omeros’ forecasts.