Force Majeure Defined. “Force Majeure” means an event or circumstance that was not reasonably anticipated as of the Effective Date: (a) that was not within the control of the Party claiming its occurrence; (b) that could not have been prevented or avoided by such Party through the exercise of reasonable diligence; and (c) that directly prohibits or prevents such Party from performing its obligations under this Agreement. For avoidance of doubt, to the extent meeting the foregoing requirements, examples of events that may constitute Force Majeure include: acts of God, an act or threatened act of the public enemy, war (imminent, declared or otherwise), blockade, accidents of navigation or breakdown or injury of vessels, accidents to harbors, docks, canals or other assistances to, or adjuncts of, shipping or navigation, perils of the sea, air crash, shipwreck, train wrecks or other failures or delays of transportation, nuclear emergency, radioactive contamination, cyber-attack, ionizing radiation, release of hazardous waste or materials, sabotage, terrorist acts, invasion, insurrection, riot, non-site specific industrial disturbance by a union or organized labor (including any non-site specific strike or boycott), fire, flood, lightning, earthquake, hurricane, tornado, waves or winds of extreme force, access to the Selected Project being limited due to weather or sea state conditions, extreme accumulation of snow or ice, naturally occurring epidemic, explosion or any similar cataclysmic occurrence, acts, inaction or restraints of a governmental authority (which do not constitute a change in Applicable Law falling within the scope of Section 4.07 of this Agreement) which temporarily or permanently prevent required performance under this Agreement, including limitations on the scheduling of Selected Project installation and maintenance directly arising out of or resulting from such Force Majeure or unavailability of NYGATS. Under no circumstances shall Force Majeure include (w) any full or partial curtailment in the electric output of the Selected Project that is caused by or arises from a mechanical or equipment breakdown or other mishap or events or conditions attributable to normal wear and tear or flaws, unless such curtailment or mishap would otherwise qualify as a Force Majeure, (x) any occurrence or event that merely increases the costs or causes an economic hardship to a Party, or (y) any occurrence or event that was caused by or contributed to by the Party claiming the Force...
Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve B...
Force Majeure Defined. (a) As used herein, the term “Force Majeure” shall mean any cause not reasonably within the control of, and not the result of the fault or negligence of, the Party claiming such Force Majeure that arises after the Effective Date, is unforeseen, unavoidable or could not be prevented or overcome by the due diligence of the Party claiming the Force Majeure, and materially and adversely affects the Party claiming the Force Majeure in the performance of its obligations in accordance with the terms of this Agreement. Subject to the requirements of the foregoing sentence, Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of xxxxx or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a Government Agency; and (vi) the unavailability of fuel or water to Seller, as a result of an event or combination of events arising after date hereof that are beyond the reasonable control of the supplier or service provider of Seller, are unforeseen, unavoidable or could not be prevented or overcome by the due diligence of such supplier or service provider, and materially and adversely affects such supplier or service provider in the performance of its obligations to provide fuel or water, as the case may be, to Seller.
Force Majeure Defined. The term “Force Majeure Event” shall mean any one of the following: fire, earthquake, flood, act of God, riot, hostilities, civil disorder, direct act of terrorism or a credible threat thereof, declaration of war, strike, lockout or other labor dispute, change in law, ordinance, rule or regulation, or other occurrence or condition of a like nature beyond the reasonable control of the party whose performance is affected, or any law, ordinance, rule, regulation or order of any public or military authority stemming from the existence of any of the foregoing or stemming from economic controls. Inclement weather shall not constitute a Force Majeure Event unless such inclement weather prevents any significant activities planned in connection with the Event and such activities cannot be held in another location within The Shell, Petco Park or the downtown San Diego area, as determined by Padres in its sole discretion.
Force Majeure Defined. The term “Force Majeure” shall mean any cause, whether of the kind enumerated herein or otherwise, which is not within the reasonable control of Seller, and which by the exercise of reasonable diligence Seller is unable to prevent or overcome, and which wholly or partially prevents or delays Seller’s performance of any of its obligations under this Agreement (other than any payment obligations hereunder), including any of the following which satisfy the foregoing criteria: acts of God; strikes, lockouts or other industrial disputes or disturbances; acts of the public enemy, sabotage, wars, blockades, insurrections, riots and other civil disturbances; epidemics; landslides, floods, lightning, earthquakes, fires, tornadoes, hurricanes, named storms or other weather events that necessitate extraordinary measures and expenses to maintain operations of any of the Plants, and warnings for any of the foregoing which may necessitate the precautionary shut-down of any Plant, any portion thereof, or other related facilities; arrests and restraints of governments (either federal, state, civil or military), including any orders of courts or of a Governmental Authority; explosions, breakage or accidents to equipment, machinery, any Plant or any portion thereof, or lines of pipe, or the making of repairs or alterations to any of the foregoing necessitated as a result of a Force Majeure event; inability to secure, or unavoidable delays in securing, labor or materials that are required for Seller’s performance hereunder; electric power shortages or outages; or the necessity for compliance with any applicable Law.
Force Majeure Defined. Except as otherwise specifically provided herein, the obligations of either Party under this Agreement shall be suspended during the time the Party is prevented or hindered from complying herewith in whole or in part by reason(s) of Force Majeure. “Force Majeure” means an occurrence outside the Party’s reasonable control which that Party cannot reasonably be expected to avoid or overcome, including, without in any way limiting the generality of the foregoing, war, terrorism, force of arms, riots, civil disorder, fire, flood, explosion, strike, lockouts or actions of regulatory authorities/changes in applicable Regulatory Requirements (other than those specifically related or applicable to such Party or any act or omission by or on behalf of such Party).
Force Majeure Defined. For purposes of this Agreement, “Force Majeure” means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure (“Affected Party”), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and transportation delays or accidents, but only to the extent otherwise caused by Force Majeure; provided, however, that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.
Force Majeure Defined. Force Majeure shall mean any event that prevents or delays a party from performing in whole or in part any obligation arising under this Agreement and neither was within the reasonable control of the non-performing party nor could have been prevented by reasonable actions taken by the non-performing party, including, without limitation, an act of God, explosion, fire, lightening, earthquake, hurricane, storm, civil disturbance, strike, lock-out, unavailability of fuel or power, changes in law, orders of governmental authorities, and equipment failures that are not due to the negligence of the non-performing party.
Force Majeure Defined. The term Force Majeure means those events beyond the reasonable control of, and without the fault or negligence of, the Party claiming Force Majeure which, through the exercise of Good Utility Practice, that Party could not have avoided and which, by exercise of Due Diligence, that Party is unable to overcome. Such events include, but are not limited to, the following, to the extent they conform to the foregoing criteria: labor disputes (including a strike) flood; lightning strikes; earthquake; fire; epidemic; war; invasion; riot; civil disturbance; sabotage or vandalism; explosion; insurrection; military or usurped power; action of any court or Governmental Authority, or any civil or military authority de facto or de jure; act of God or the public enemy; or any other event or cause of a similar nature beyond a Party’s reasonable control. Mere economic hardship does not constitute Force Majeure.
Force Majeure Defined. Any delay or failure in the performance of a Party’s obligations under this Contract shall be excused, and 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 such Party’s reasonable control and without the negligence of such Party (or its Subcontractors at any tier). Purchaser acknowledges that following the end of an excusable delay event, Contractor shall resume full performance 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. Payment obligations of Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. If the affected Party is the Purchaser, payment obligations of Purchaser shall not be suspended, except if such payment is prevented by the Force Majeure, in which case the Contractor shall be entitled to stop the Work under this Contract and the provisions of Article 22.2 shall apply. If the foregoing Force Majeure event affecting the Purchaser extends for [***…***] months or more, Contractor shall be entitled to terminate the Contract in accordance with the provisions of Article 16.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Force Majeure shall include but are not limited to: (1) acts of God; (2) acts of a public enemy; (3) acts or omissions of a government or government bodies in its sovereign capacity and not contractual capacity (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 following the exhaustion of any administrative or statutory relief or appeal provision relating thereto); (4) war (declared or undeclared) and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; and (7) sabotage, riots, terrorist acts, theft and embargoes; or (8) strikes, labor and industrial disputes, failures or interruptions in essential services or equipment (e.g., electrical power, telecommunic...
