Common use of Force Majeure Defined Clause in Contracts

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 Boeing 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. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing 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 Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations (including, in the case of Contractor, late Delivery) due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a the affected Party or its suppliers and subcontractors Subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions acts 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 applicableitems); (4) war, acts of terror war and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; or (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”)embargoes. 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 reasonable efforts to mitigate such delaysestablish work-around plans, payment of expedited fees, alternate sources, or other means; and (3) the affected Party whose performance is delayed due to a Force Majeure event shall must 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 the occurrence of such an event. Notwithstanding anything to the contrary in 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 Subcontractor to meet its obligations to BoeingContractor, 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 Boeing Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event Parties shall use Reasonable Efforts reasonable efforts to minimize the effect of any Force Majeure event. In the event Boeing a Party claims a Force Majeure event, Boeing’s such Party's written notice called for above shall include a detailed description of the portion of the Work (or other obligations) known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan[***]. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that however, the occurrence of a Force Majeure event shall in no event entitle Boeing Contractor to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing 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 Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party Contractor shall not be responsible for late Delivery, Delivery or 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 Contractor or its suppliers and subcontractors and shall include, include but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions acts of a government in its sovereign capacity or contractual capacity subject to the DPAS regulations (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 applicableitems); (4) war, acts of terror war and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts actions taken in response to GIDEP direction concerning technical problems generally affecting the telecommunications industry; 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 embargoes. (“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 delaysestablish work-around plans, payment of expedited fees, alternate sources, or other means; and (3) the Party whose performance is delayed due to a Force Majeure event shall Contractor must provide the other Party Purchaser with written notice thereof as soon as possible but in no event later than within ten (10) Business Days after such PartyContractor’s performance hereunder 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 Subcontractor to meet its obligations to BoeingContractor, 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 Boeing Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event Contractor shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing Contractor claims a Force Majeure event, BoeingContractor’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to CustomerPurchaser. The work-around plan shall: (1) set forth BoeingContractor’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation mitigation; and (2) contain sufficient detail for Customer Purchaser to be able to evaluate such plan. If appropriate, such work-around plan shall use work-around schedules, payment of expedited fees, twenty four (24) hour operations, and the use of alternate Subcontractors (to be approved by Purchaser if required under this Contract). In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that however, the occurrence of a Force Majeure event shall in no event entitle Boeing Contractor to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing 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 Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party Except as expressly provided in this Section 11.1, neither BAMAGAS nor CES shall be responsible for late Deliveryrequired to perform any act required by this Agreement, delay other than the making of payment of monies due hereunder (including, without limitation, the final completion date Initial Term Demand Charge and the Renewal Term Demand Charge), during such period as such Party is unable to perform in whole or nonperformance of its contractual obligations in part due to Force Majeure. The term “Force Majeure Majeure” as used in this Agreement shall be mean 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)strikes, 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations)lockouts, other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) warembargoes, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanesthe public enemy, tornadoes and typhoons; (6) firewars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, epidemicswashouts, quarantine restrictions; (7) strikesarrests and restraints of rulers and peoples, lockouts civil disturbances, explosions, breakage or failure of or accident to machinery and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are equipment or lines of pipe caused by events or actions beyond the affected Party’s reasonable control, unanticipated repairs to or replacements of equipment, machinery, lines of pipe, pumps, compressors, valves, gauges, and metering equipment, line freeze-ups, the binding order of any court or Governmental Authority which has been resisted in good faith by all reasonable legal means, and any other cause, of the kind herein enumerated, not within the control and without the fault of the Party affected claiming suspension and which by the exercise of due diligence such Party is unable to prevent or its suppliers and subcontractors (“Force Majeure”)overcome. For an event A failure to qualify for Force Majeure relief hereunder: (1) the event must settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be beyond considered to be a matter within 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 claiming suspension; however, 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 Boeing 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. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure due to a strike or similar labor dispute, CES shall have the right to utilize its own employees or contract workers to operate the Pipeline during such event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, however, that BAMAGAS shall not be liable under this Agreement or otherwise for the occurrence acts or omissions of CES’ employees or its contractors in connection with their operation of the Pipeline and/or the BAMAGAS Lateral(s), nor shall BAMAGAS be held in breach of any covenant or other obligation to CES under this Agreement by reason of any acts or omissions of CES’ employees or its contractors in connection with their operation of the Pipeline and/or the BAMAGAS Lateral(s). Except as provided in the immediately preceding sentence, such operation of the Pipeline by CES’ employees or its contractors shall not impair any rights that CES may have under this Agreement. Routine maintenance which will result in the curtailment or interruption of transportation of Gas to the Point(s) of Delivery if scheduled by mutual consent of the Parties, which consent shall not be unreasonably withheld by the affected Party, shall be deemed to operate as a Force Majeure event shall in no event entitle Boeing to an increase in the price except for the Workpayment of the Initial Term Demand Charge or the Renewal Term Demand Charge. CustomerCauses or contingencies affecting the performance of this Agreement by either Party if deemed to be Force Majeure within the meaning of this Agreement, however, shall pay not relieve the affected Party of its obligation to Boeing perform in the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant event of such Party’s failure to use due diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch, nor shall such causes or contingencies relieve either Party of its obligation to perform unless such Party gives notice and full particulars of the same in writing to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance other Party as soon as commercially practicable after the end of an excusable delay eventinitial occurrence relied on. Except as expressly provided in this Section 11.1 or elsewhere in this Agreement, and the schedule of performance neither Party shall be deemed modified liable to reflect such recommencement the other for damages, direct or indirect, immediate or remote, by reason of, caused by or arising out of performance. Payment the obligation or obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestoneeither Party when such suspension results from an event of Force Majeure.

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 mean an event or circumstance beyond the reasonable control of a and without the fault or negligence of the Party claiming Force Majeure, which, despite the exercise of reasonable diligence, cannot be or its suppliers and subcontractors and be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, but not be limited toto the extent consistent with the preceding sentence: (1) acts an act of God; war (2) acts of a public enemy; (3) actions declared 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 applicableundeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; 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; explosion; fire; earthquake or seaquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; the binding order of any Governmental Authority (4) warprovided that the affected Party has in good faith considered reasonably contesting 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, acts supplies or products, but only to the extent caused by an event of terror circumstance of Force Majeure; and warlike events; failure of equipment. With respect to the Seller, Force Majeure shall also include (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 to the extent beyond the reasonable control of and without the fault or negligence of Seller) any interruption in distribution service on Shelby Energy's side of the Delivery Point. No Party shall be deemed to have suffered an event of Force Majeure due to the failure of equipment which that Party is responsible for operating or maintaining unless the equipment has been operated and maintained in accordance with Good Utility Practice. Neither the lack of money nor constitute an event of Force Majeure. y or partly unable to perform its because of Force Majeure, that erform or delayed in performing at: a) 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 Boeing 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. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing 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 Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.such

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 mean an event or circumstance beyond the reasonable control of a and without the fault or negligence of the Party claiming Force Majeure, which, despite the exercise of reasonable diligence, cannot be or its suppliers and subcontractors and be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, but not be limited toto the extent consistent with the preceding sentence: (1) acts an act of God; war (2) acts of a public enemy; (3) actions declared 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 applicableundeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; 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; explosion; fire; earthquake or seaquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; the binding order of any Governmental Authority (4) warprovided that the affected Party has in good faith considered reasonably contesting 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, acts supplies or products, but only to the extent caused by an event of terror circumstance of Force Majeure; and warlike events; failure of equipment. With respect to the Seller, Force Majeure shall also include (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 to the extent beyond the reasonable control of and without the fault or negligence of Seller) any interruption in distribution service on FME's side of the Delivery Point. No Party shall be deemed to have suffered an event of Force Majeure due to the failure of equipment which that Party is responsible for operating or maintaining unless the equipment has been operated and maintained in accordance with Good Utility Practice. Neither the lack of money nor changes in market conditions shall constitute an event of Force Majeure. perform or delayed in performing at: a) 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 ncement of such affect, gives the foregoing: ithin forty-eight (i48) 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 Boeing 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. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing 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 Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.hours after