Common use of Excused Non-Performance Clause in Contracts

Excused Non-Performance. (a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to circumstances beyond Seller’s reasonable control. Such circumstances include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage, terrorism, governmental laws, regulations, orders or action, national defense or security requirements, acts or failure to act of its suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction shall be conclusively presumed to be beyond Seller’s reasonable control, and accordingly within the meaning and intent of this Paragraph 4. All or some of the quantities of Product deliverable under this Contract, or other performance by, Seller that is affected by this Paragraph 4 may, in the sole and absolute discretion of Seller, be eliminated and/or suspended from the operation of this Contract (with the elimination and/or suspension of Buyer’s corresponding obligations), but such Contract shall remain otherwise unaffected. (b) In the event of inability for any reason to supply the quantity of Product stated in this Contract, Seller may, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any manner it chooses. (c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract if, in its sole and exclusive good faith opinion, the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates may infringe any patent or intellectual property right.

Excused Non-Performance. (a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to events or circumstances beyond Seller’s reasonable control, and whether affecting Seller or any person or entity whose performance Seller is relying upon, in whole or in part, to satisfy its obligations under the Contract (individually and collectively, “Force Majeure”). Such circumstances events include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage, terrorism, governmental laws, rules, regulations, orders or action, national defense action (whether valid or security requirementsnot valid), acts or failure to act of its by Seller’s suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction other act of workers shall be conclusively presumed to be beyond Seller’s reasonable control, and accordingly within the meaning and intent of this Paragraph 43. All or some of the quantities of Product deliverable under this Contractunder, or other performance byby Seller under, Seller the Contract that is affected by this Paragraph 4 a Force Majeure event may, in the Seller’s sole and absolute discretion of Sellerdiscretion, be eliminated and/or suspended from the operation of this the Contract (with the elimination and/or suspension of Buyer’s corresponding obligations), but such Contract shall remain otherwise unaffected. (b) In no event shall Seller be required to acquire alternative product and/or services from a third party in the event of inability for any reason a Force Majeure. If Seller is unable to supply the quantity of Product stated in this the Contract, Seller mayit may in its sole discretion, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any a manner that it choosesdetermines in good faith to be fair and reasonable. (c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract ifIf, in its Seller’s sole and exclusive good faith opinionjudgment, (i) its compliance with any governmental law, regulation, rule, order or action (including but not limited to those relating to environment, energy, occupational safety and health, toxic substances, product safety, packaging, consumer protection or transportation) renders the production, marketing or transportation of the Product economically, technically or commercially unfeasible, or (ii) the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates affiliates, or by Buyer or any of Buyer’s customers, may breach, violate or infringe any patent or intellectual property right, Seller has the right without liability to discontinue or limit its production or sale of Product hereunder.

Excused Non-Performance. (a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to events or circumstances beyond Seller’s reasonable control, and whether affecting Seller or any person or entity whose performance Seller is relying upon, in whole or in part, to satisfy its obligations under the Contract (individually and collectively, “Force Majeure”). Such circumstances events include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, firesf ires, explosions, floodsf loods, sabotage, terrorism, governmental laws, rules, regulations, orders or action, national defense action (whether valid or security requirementsnot valid), acts or failure to act of its by Seller’s suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s ’ s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction other act of workers shall be conclusively presumed to be beyond Seller’s ’ s reasonable control, and accordingly within the meaning and intent of this Paragraph 43. All or some of the quantities of Product deliverable under this Contractunder, or other performance byby Seller under, Seller the Contract that is affected by this Paragraph 4 a Force Majeure event may, in the Seller’s sole and absolute discretion of Sellerdiscretion, be eliminated and/or suspended from the operation of this the Contract (with the elimination and/or suspension of Buyer’s ’ s corresponding obligations), but such Contract shall remain otherwise unaffected. (b) In no event shall Seller be required to acquire alternative product and/or services from a third party in the event of inability for any reason a Force Majeure. If Seller is unable to supply the quantity of Product stated in this the Contract, Seller mayit may in its sole discretion, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any a manner that it choosesdetermines in good faith to be fair and reasonable. (c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract ifIf, in its Seller’ s sole and exclusive good faith opinionjudgment, (i) its compliance with any governmental law, regulation, rule, order or action (including but not limited to those relating to environment, energy, occupational safety and health, toxic substances, product safety, packaging, consumer protection or transportation) renders the production, marketing or transportation of the Product economically, technically or commercially unfeasible, or (ii) the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates affiliates, or by Buyer or any of Buyer’s customers, may breach, violate or infringe any patent or intellectual property right, Seller has the right without liability to discontinue or limit its production or sale of Product hereunder.

Excused Non-Performance. (a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to events or circumstances beyond Seller’s reasonable control, and whether affecting Seller or any person or entity whose performance Seller is relying upon, in whole or in part, to satisfy its obligations under the Contract (individually and collectively, “Force Majeure”). Such circumstances events include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage, terrorism, governmental laws, rules, regulations, orders or action, national defense action (whether valid or security requirementsnot valid), acts or failure to act of its by Seller’s suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction other act of workers shall be conclusively presumed to be beyond Seller’s reasonable control, and accordingly within the meaning and intent of this Paragraph 43. All or some of the quantities of Product deliverable under this Contractunder, or other performance byby Seller under, Seller the Contract that is affected by this Paragraph 4 a Force Majeure event may, in the Seller’s sole and absolute discretion of Sellerdiscretion, be eliminated and/or suspended from the operation of this the Contract (with the elimination and/or suspension of Buyer’s corresponding obligations), but such Contract shall remain otherwise unaffected. (b) In no event shall Seller be required to acquire alternative product and/or services from a third party in the event of inability for any reason a Force Majeure. If Seller is unable to supply the quantity of Product stated in this the Contract, Seller mayit may in its sole discretion, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any a manner that it choosesdetermines in good faith to be fair and reasonable. (c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract ifIf, in its Seller’s sole and exclusive good faith opinionjudgment, (i) its compliance with any governmental law, regulation, rule, order or action (including but not limited to those relating to environment, energy, occupational safety and health, toxic substances, product safety, packaging, consumer protection or transportation) renders the production, marketing or transportation of the Product economically, technically or commercially unfeasible, or (ii) the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates affiliates, or by Buyer or any of Buyer’s customers, may breach, violate or infringe any patent or intellectual property right, Seller has the right without liability to discontinue or limit its production or sale of Product hereunder.

Excused Non-Performance. (a) Seller shall not be liable l iable for breach of any obligation directly or indirectly attributable to events or circumstances beyond Seller’s ’ s reasonable control, and whether affecting Seller or any person o r entity whose performance Seller is relying upon, in whole or in part, to satisfy i ts obligations under the Contract (individually and collectively, “ Force Majeure”). Such circumstances events include, but are not limited l imited to, acts of God, acts of Buyer, war, riots, accident, firesfi res, explosions, floods, sabotage, terrorism, governmental laws, rules, regulations, orders or action, national defense action (whether valid or security requirementsnot valid), acts or failure to act of its by Seller’s suppliers or other third partiesparties , natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s ’ s usual terms and from its i ts usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction other act of workers shall be conclusively presumed to be beyond Seller’s ’ s reasonable control, and accordingly within the meaning and intent of this Paragraph 43. All or some of the quantities of Product deliverable under this Contractunder, or other performance byby Seller under, Seller the Contract that is affected by this Paragraph 4 a Force Majeure event may, in the Seller’ s sole and absolute discretion of Sellerdiscretion, be eliminated and/or suspended from the operation of this the Contract (with the elimination and/or suspension of Buyer’s ’ s corresponding obligations), but such Contract shall remain otherwise unaffected. (b) In no event shall Seller be required to acquire alternative product and/or services from a third party in the event of inability for any reason a Force Majeure. If Seller is unable to supply the quantity of Product stated in this the Contract, Seller mayi t may in i ts sole discretion, without any liabilityl iability, allocate its i ts available supply among any or all purchasers, as well as itself i tself and its i ts affiliates, in any a manner it choosesthat i t determines in good faith to be fair and reasonable. (c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract ifIf, in its Seller’ s sole and exclusive good faith opinionjudgment, (i) i ts compliance with any governmental law, regulation, rule, order or action (including but not l imited to xxxx e relating to environment, energy, occupational safety and health, toxic substances, product safety, packaging, consumer protection or transportation) renders the production, marketing or transportation of the Product economically, technically or commercial ly unfeasible, or (i i ) the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it i t or any of its affiliates i ts affiliates, or by Buyer or any of Buyer’ s customers, may breach, violate or infringe any patent or intellectual intellect ual property right, Seller has the right without l iability to discontinue or l imit i ts production or sale of Product hereunder.

Excused Non-Performance. (( a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to events or circumstances beyond Seller’s reasonable control, and whether affecting Seller or any person or entity whose performance Seller is relying upon, in whole or in part, to satisfy its obligations under the Contract ( individually and collectively, “ Force Majeure”). Such circumstances events include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage, terrorism, governmental laws, rules, regulations, orders or action, national defense action ( whether valid or security requirementsnot valid), acts or failure to act of its by Seller’s suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and ( upon Seller’s ’ s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction other act of workers shall be conclusively presumed to be beyond Seller’s reasonable control, and accordingly within the meaning and intent of this Paragraph 43. All or some of the quantities of Product deliverable under this Contractunder, or other performance byby Seller under, Seller the Contract that is affected by this Paragraph 4 a Force Majeure event may, in the Seller’s sole and absolute discretion of Sellerdiscretion, be eliminated and/or suspended from the operation of this the Contract (( with the elimination and/or suspension of Buyer’s corresponding obligations), but such Contract shall remain otherwise unaffected. (( b) In no event shall Seller be required to acquire alternative product and/or services from a third party in the event of inability for any reason a Force Majeure. If Seller is unable to supply the quantity of Product stated in this the Contract, Seller mayit may in its sole discretion, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any a manner that it choosesdetermines in good faith to be fair and reasonable. (( c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract ifIf, in its Seller’s sole and exclusive good faith opinionjudgment, ( i) its compliance with any governmental law, regulation, rule, order or action ( including but not limited to those relating to environment, energy, occupational safety and health, toxic substances, product safety, packaging, consumer protection or transportation) renders the production, marketing or transportation of the Product economically, technically or commercially unfeasible, or ( ii) the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates affiliates, or by Buyer or any of Buyer’s customers, may breach, violate or infringe any patent or intellectual property right, Seller has the right without liability to discontinue or limit its production or sale of Product hereunder.