Common use of Force Majeure Defined Clause in Contracts

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. (a) As used herein, the The term “Force Majeure” shall mean any cause ”, as used herein, means an event that (i) was not reasonably within the control of, and not the result of the fault or negligence of, the Party party claiming such Force Majeure that arises after the Effective Date, is unforeseen, unavoidable or its occurrence; and (ii) could not be have been prevented or overcome by such party through the exercise of due diligence diligence. Events 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 include acts of God, strikes, lockouts or industrial disputes or disturbances, civil disturbances, arrest and restraint of rulers or people, interruptions by government or court orders, necessity for compliance with any present and future valid orders of court, or any law, statute, ordinance or regulation promulgated by any governmental or regulatory authority having proper jurisdiction, acts of the public enemy, wars, riots, blockades, insurrections, including inability to secure materials by reason of allocations promulgated by authorized governmental agencies, epidemics, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected areastorms, floods, washouts, inclement weather which necessitates extraordinary measures and expense to construct facilities and/or maintain operations, explosions, partial or entire failure of gas supply, breakage or accident or necessity of repairs to machinery or equipment machinery, compressors or lines of pipe; , freezing of xxxxx, compressors or pipelines, inability to obtain or delays in obtaining materials, easements or rights-of-way (ii) weather related events affecting an entire geographic regionprovided they were pursued with diligence and in a timely manner), such as low temperatures which cause freezing inability of downstream markets to take gas or liquids or market failure due to conditions other than price, the shutting in of xxxxx facilities for the making of repairs, alterations or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikesmaintenance to xxxxx, lockouts pipelines or other industrial disturbances, riots, sabotage, insurrections or wars; (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulationplants, or policy having any other cause whether of the effect of law promulgated by a Government Agency; and (vi) kind herein enumerated or otherwise, not reasonably within 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 Sellerparty claiming “Force Majeure”.

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 For purposes of this Agreement. Subject to the requirements of the foregoing sentence, Force Majeure shall mean, with respect to the obligation of party, any event, occurrence, condition which prevents the performance of such party's obligation under this Agreement and which such party could not have prevented by the exercise of reasonable diligence. Such events, occurrences, conditions include, but are not be limited to, the following: : (ia) physical events such as acts of GodGod or acts of providence including, without limitation, epidemics, landslides, hurricanes, floods, washouts, lightning, earthquakes, fires, storms or storm warnings, such as hurricanesperils of the sea, extreme heat or extreme cold, any other adverse weather conditions and whether preceded by, concurrent with, or followed by acts or omissions of any human agency, whether foreseeable or not, which may directly or indirectly contribute to or result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs such party's inability to machinery or equipment or lines of pipe; perform its obligations. (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; (ivb) acts of others government including, without limitations, laws, orders, rules, decrees, judgments, judicial actions, regulations, acts of arrest or restraint, by any government (da jure or de facto), or any agency, subdivision or instrumentality thereof, having, claiming or asserting authority or jurisdiction over the subject matter of this Agreement, when any such as strikesact of government directly or indirectly contributes to or result in such party's inability to perform its obligations; (c) acts of civil disorder including, lockouts or other industrial disturbanceswithout limitation, acts of sabotage, acts of the public enemy, acts of war (declared to undeclared), blockades, insurrections, riots, sabotagemass protests or demonstrations and police action in connection with or in reaction to any such acts of civil disorder, insurrections when such act of civil disorder directly or warsindirectly contributes or results in such party's inability to perform its obligations; (d) acts of industrial disorder including, without limitation, strikes, lockouts, and picketing when any such act of industrial disorder directly or indirectly contributes to or results in such party's inability to perform its obligations; provided, however, that the settlement of any labor dispute to prevent or end any such act of industrial disorder shall be within the sole discretion of the party to this Agreement involved in such labor dispute, and the requirement that any inability to perform shall be corrected with reasonable diligence shall not apply to labor disputes; (ve) governmental actions such as necessity for compliance with any court orderinability to obtain or acquire at reasonable cost grants, lawservitudes, statuterights-of-way, ordinancepermits, regulationlicenses, or policy having the effect of law promulgated by a Government Agency; any other authorizations from third parties or agencies (private or governmental) or inability to obtain or acquire at reasonable cost necessary materials and (vi) the unavailability of fuel or water supplies, to Sellerconstruct, 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, maintain and materially and adversely affects such supplier or service provider in operate any facilities required for the performance of any obligations under this Agreement, when any such inability directly or indirectly contributes to or results in such party's inability to perform its obligations to provide fuel or water, as the case may be, to Sellerobligations.

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 provisions of the foregoing sentenceSection 9.3, Force Majeure as used herein "force majeure" shall include, but not be limited to, the following: (i) physical events such as mean acts of God, strikes, lockouts, or other industrial disturbances; acts of a public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms (including, but not limited to hurricanes or storm hurricane warnings, such as hurricanes, which result in evacuation of the affected area) crevasses, floods, washouts; arrests and restraints of the government, 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 applicable judicial or regulatory order, or with any law, statuteordinance or regulation promulgated by any governmental authority having jurisdiction, ordinanceeither federal, regulationstate or local civil or military; civil disturbances; vandalism: shutdowns for purposes of necessary repairs, relocation, or policy having construction of facilities: failure of, breakage or accident to machinery, lines of pipe or other equipment, the effect necessity for testing (as required by governmental authority or as deemed necessary by the testing party for the safe operation thereof), the necessity of law promulgated by a Government Agencymaking repairs or alterations to machinery, lines of pipe or other equipment, accidents, breakdowns, inability of any party to obtain necessary material, supplies, equipment, fuel, permits, or labor to perform or comply with any obligation or condition of this Agreement, or rights-of-way; and (vi) any other causes, whether of the unavailability of fuel kind herein enumerated or water to Sellerotherwise, as a result of an event or combination of events arising after date hereof that which are beyond not reasonably in the reasonable control of the supplier party claiming suspension. It is understood and agreed that the settlement of strikes or service provider lockouts shall be entirely within the discretion of Seller, are unforeseen, unavoidable the party whose performance is affected and that the above requirement that any force majeure situation shall be remedied with all reasonable dispatch shall not require the settlement of strikes or could not be prevented or overcome lockouts by acceding to the due diligence demands of an opposing party when such supplier or service provider, and materially and adversely affects such supplier or service provider course is inadvisable in the discretion of the party whose performance of its obligations to provide fuel or water, as the case may be, to Selleris affected.

Force Majeure Defined. The term "force majeure" means an event that (ai) As used herein, the term “Force Majeure” shall mean any cause was 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 its occurrence; and (ii) could not have been prevented or avoided by such Party through the Force Majeure, and materially and adversely affects the Party claiming the Force Majeure in the performance exercise of its obligations in accordance with the terms due diligence. Events of this Agreement. Subject to the requirements of the foregoing sentence, Force Majeure shall force majeure include, but not be limited towithout limitation by enumeration, the following: (i) physical events such as acts of God; lightning, hurricanes or storms, hurricane or storm warnings which in Producer's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, 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 pipepipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, riotsbreakage, sabotageaccidents to xxxxx, insurrections equipment, facilities or warslines of pipe used to enable Producer to deliver or Dynegy 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 similar type. The Parties recognize that Dynegy is not required by this Agreement to utilize firm transportation to receive Committed Gas from Producer at each Delivery Point, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points be made by Dynegy in 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 (vcollectively "curtailment") governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulationof transportation downstream of a Delivery Point shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or policy having the effect resumption of law promulgated by a Government Agency; and (vi) the unavailability of fuel or water to Sellercurtailed transportation arrangements, as a result of an event or combination of events arising after date hereof that are beyond the reasonable control soon as possible following its discovery of the supplier or service provider curtailment of Sellerdownstream transportation. In that event, are unforeseen, unavoidable or could not be prevented or overcome by the due diligence Dynegy will consult with Producer and endeavor to agree upon a plan of such supplier or service provider, and materially and adversely affects such supplier or service provider in the performance action to avoid further curtailment of its obligations to provide fuel or water, as the case may be, to SellerCommitted Gas from that Delivery Point.

Force Majeure Defined. Except as expressly provided in this Section 11.1, neither BAMAGAS nor CES shall be required to perform any act required by this Agreement, other than the making of payment of monies due hereunder (a) As used hereinincluding, without limitation, the Initial Term Demand Charge and the Renewal Term Demand Charge), during such period as such Party is unable to perform in whole or in part due to Force Majeure. The term “Force Majeure” as used in this Agreement 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, strikes, lockouts, embargoes, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected areastorms, floods, washouts, arrests and restraints of rulers and peoples, civil disturbances, explosions, breakage or failure of or accident or necessity of repairs to machinery or and equipment or lines of pipe; (ii) weather related pipe caused by events affecting an entire geographic regionor actions beyond the affected Party’s reasonable control, such as low temperatures which cause freezing unanticipated repairs to or failure replacements of xxxxx or equipment, machinery, lines of pipe; (iii) interruption and/or curtailment , pumps, compressors, valves, gauges, and metering equipment, line freeze-ups, the binding order 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 orderor Governmental Authority which has been resisted in good faith by all reasonable legal means, lawand any other cause, statuteof the kind herein enumerated , ordinance, regulation, or policy having not within 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 Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or service provider of Seller, are unforeseen, unavoidable overcome. A failure to settle or could prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be prevented considered to be a matter within the control of the Party claiming suspension; however, in the event of a Force Majeure due to a strike or overcome similar labor dispute, CES shall have the right to utilize its own employees or contract workers to operate the Pipeline during such event; provided, however, that BAMAGAS shall not be liable under this Agreement or otherwise for the 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 due diligence affected Party, shall be deemed to operate as a Force Majeure event except for the payment of such supplier the Initial Term Demand Charge or service provider, and materially and adversely affects such supplier the Renewal Term Demand Charge. Causes or service provider in contingencies affecting the performance of this Agreement by either Party if deemed to be Force Majeure within the meaning of this Agreement, however, shall not relieve the affected Party of its obligation to perform in the 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 other Party as soon as practicable after the initial occurrence relied on. Except as expressly provided in this Section 11.1 or elsewhere in this Agreement, neither Party shall be liable to the other for damages, direct or indirect, immediate or remote, by reason of, caused by or arising out of the obligation or obligations to provide fuel or water, as the case may be, to Sellerof either Party when such suspension results from an event of Force Majeure.