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Common use of Force Majeure Defined Clause in Contracts

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, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered 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; and (2) 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 [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows of such Force Majeure event, whichever is earlier. Such notice shall also be given at the termination of the Force Majeure event. Notwithstanding anything to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, 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 Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. 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. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected by such delay, to the best knowledge of Contractor, as well as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Appears in 1 contract

Samples: Authorization to Proceed (Iridium Communications Inc.)

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Force Majeure Defined. Any delay The term "Force Majeure" means an event that (i) was not within the control of the Party claiming its occurrence; and (ii) could not have been prevented or failure avoided by such Party through the exercise of due diligence. Events of Force Majeure include, without limitation by enumeration, acts of nature; lightning, hurricanes or storms, hurricane or storm warnings which in UPFUELS' or UPR's judgment require and result in the performance precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Subject NGLs under this Agreement and other similar severe natural calamities; events affecting processing or fractionation plants at which Subject NGLs are being processed, that prevent the delivery of such Subject NGLs to the Delivery Point(s) provided for in this Agreement; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable UPR to deliver or UPFUELS to receive Subject NGLs under this Agreement; the inability or refusal of any transporter of NGLs to receive, transport or deliver NGLs sold or purchased hereunder (but only if (x) such inability or refusal results from an event that is interrupting such Transporter's service to its firm customers and (y) no available alternative for the transportation of the affected Subject NGLs exists); imposition by a regulatory agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prohibit either Party from performing, provided such governmental action has been resisted in good faith by all reasonable legal means; temporary cleaning or testing of facilities (including but not limited to, scheduled gas processing facility turnarounds and shutdowns for safety maintenance) or any other cause of a Party’s obligations under this Contract shall be excusedsimilar type whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by the exercise of due diligence 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 is unable 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 COMMISSIONovercome. Force Majeure shall also include but are not limited to: (1) acts any event of God; (2) acts Force Majeure occurring with respect to the facilities or services of a public enemy; (3) acts either UPR's or omissions of a government UPFUELS third Person suppliers or government bodies in its sovereign capacity and not contractual capacity (including the inability customers receiving or delivering any product, fuel, feedstock or other substance necessary 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, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered 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; and (2) 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 [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows of such Force Majeure event, whichever is earlier. Such notice shall also be given at the termination of the Force Majeure event. Notwithstanding anything to the foregoing, any failure by a Subcontractor to meet its Person's obligations to Contractor, UPR or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event)UPFUELS, and shall not relieve Contractor from meeting any also include curtailment or interruptions of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. 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. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected deliveries or service by such delay, to the best knowledge of Contractor, as well third Person suppliers or customers as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge result of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the an event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Appears in 1 contract

Samples: Master Natural Gas Liquids Purchase Agreement (Union Pacific Resources Group Inc)

Force Majeure Defined. Any delay The term "force majeure" means an event that (i) was not within the control of the Party claiming its occurrence; and (ii) could not have been prevented or failure in the performance of a Party’s obligations under this Contract shall be excused, and avoided by such Party will not be liable forthrough the exercise of due diligence. Events of force majeure include, or be in default forwithout limitation by enumeration, 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) lightning, hurricanes or storms, hurricane or storm warnings which in CUSA's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of xxxxx or lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; acts of a public enemy; (3) acts wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or omissions other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or lines of pipe used to enable CUSA to deliver or NGC to receive Committed Gas under this Agreement; events of force majeure declared by transporting pipelines; imposition by a regulatory agent, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, provided such governmental action has been resisted in good faith by all reasonable legal means; or any other cause of a government similar type. The Parties recognize that NGC is not required by this Agreement to utilize firm transportation to receive Committed Gas from CUSA at each Delivery Point, but it is the intent of both Parties that transportation or government bodies sales arrangements downstream of the Delivery Points be made by NGC in its sovereign capacity and not contractual capacity such a manner that the possibility of a curtailment of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of force majeure, the loss, interruption or curtailment (including the inability collectively "curtailment") of transportation downstream of a Delivery Point shall constitute an event of force majeure provided that NGC exercises reasonable efforts to obtain and/or the suspension, withdrawalarrange alternative transportation, or non-renewal of export or import licenses required for the performance resumption 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 hurricanescurtailed transportation arrangements, 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, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered 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; and (2) 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 [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows following its discovery of such Force Majeure the curtailment of downstream transportation. In that event, whichever is earlier. Such notice shall also be given at the termination NGC will consult with CUSA and endeavor to agree upon a plan of the Force Majeure event. Notwithstanding anything action to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, 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 Contractor avoid further curtailment of Committed Gas from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. 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 [***. . that Delivery Point.***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected by such delay, to the best knowledge of Contractor, as well as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Appears in 1 contract

Samples: Natural Gas Purchase and Sale Agreement (NGC Corp)

Force Majeure Defined. Any delay The term "Force Majeure" means an event that (i) was not within the control of the Party claiming its occurrence; and (ii) could not have been prevented or failure avoided by such Party through the exercise of due diligence. Events of Force Majeure include, without limitation by enumeration: acts of nature; lightning, hurricanes or storms, hurricane or storm warnings which in UPR's judgment require and result in the performance precautionary shut-down or evacuation of a Party’s obligations production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Committed Gas under this Contract shall be excused, Agreement and such Party will not be liable for, other similar severe natural calamities; events of force majeure affecting processing or be in default for, such delay or non-performancefractionation plants at which Committed Gas is being processed, if such events prevent the cause of the delay or non-performance is, in whole or in part, beyond such Party’s reasonable control and without the negligence delivery of such Party (or its Subcontractors at any tier). Purchaser acknowledges that following Committed Gas to 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 Delivery Point(s) provided 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) Agreement; acts of God; (2) acts of a public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable UPR to deliver or UPFUELS to receive Committed Gas under this Agreement; the inability or refusal of any Transporter of Gas to receive, transport or deliver Gas sold or purchased hereunder (3but only if (x) acts such inability or omissions refusal results from an event that is interrupting such Transporter's service to its firm customers and (y) no available alternative for the transportation of the affected Committed Gas exists); imposition by a regulatory agency, court or other governmental authority having jurisdiction, of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing its obligations hereunder, provided such governmental action has been resisted in good faith by all reasonable legal means; or any other cause 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 similar type whether 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, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered 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; and (2) 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 [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows of such Force Majeure event, whichever is earlier. Such notice shall also be given at the termination of the Force Majeure event. Notwithstanding anything to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, 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 Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. 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. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected by such delay, to the best knowledge of Contractor, as well as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.kind herein

Appears in 1 contract

Samples: Natural Gas Purchase and Sale Agreement (Union Pacific Resources Group Inc)

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Force Majeure Defined. Any delay The term "Force Majeure" means an event that (i) was not within the control of the Party claiming its occurrence; and (ii) could not have been prevented or failure in the performance of a Party’s obligations under this Contract shall be excused, and avoided by such Party will not be liable for, or be in default for, such delay or non-performance, if through the cause exercise of the delay or non-performance is, in whole or in part, beyond such Party’s reasonable control and without the negligence due diligence. Events 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 moreinclude, 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) without limitation, by enumeration, acts of God; (2) lightning, hurricanes or storms, hurricane or storm warnings which in Seller's judgment require and result in the precautionary shut-down or evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; acts of a public enemy; (3) acts wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or omissions other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser to receive Committed Gas under this Agreement; events of force majeure declared by transporting pipelines; imposition by a regulatory agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility of a government curtailment of Committed Gas due to curtailment of interruptible transportation or government bodies in its sovereign capacity recall of acquired transportation be minimized. In addition to the foregoing events of Force Majeure, the loss, interruption or curtailment of transportation downstream of a Delivery Point and not contractual capacity (including the inability Pricing Pool shall constitute an event of Force Majeure provided that Purchaser exercises reasonable efforts to obtain and/or the suspension, withdrawalarrange alternative transportation, or non-renewal of export or import licenses required for the performance resumption 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 hurricanescurtailed transportation arrangements, 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, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered 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; and (2) 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 [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows following its discovery of such Force Majeure the curtailment of downstream transportation. In that event, whichever is earlier. Such notice shall also be given at the termination Purchaser will consult with Seller and endeavor to agree upon a plan of the Force Majeure event. Notwithstanding anything action to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, avoid further curtailment of Committed Gas from that Delivery Point or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, 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 Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. 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 [***. . Pricing Pool.***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected by such delay, to the best knowledge of Contractor, as well as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Appears in 1 contract

Samples: Gas Purchase and Sale Agreement (Vastar Resources Inc)

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