Common use of Force Majeure Defined Clause in Contracts

Force Majeure Defined. As used herein, “Force Majeure” shall mean any act or event that (a) renders it impossible for the affected Party to perform its obligations under this Agreement; (b) is beyond the affected Party’s control and is not the result of the fault or negligence of the affected Party; and (c) could not have been prevented or avoided by the affected Party through the exercise of due diligence, including but not limited to, the expenditure of reasonable amounts of money considering the scope of the service being provided. Subject to the satisfaction of the conditions set forth in the preceding provision, Force Majeure shall include, without being limited to, the following acts or events: acts of God, including fires, explosions, earthquakes or volcanic eruptions, storms, floods, washouts and extreme cold or freezing weather; necessity for compliance with any court order, law, regulation or ordinance promulgated by any Governmental Instrumentality having jurisdiction, either federal, Indian, state or local, civil or military, and that is not the result of the affected Party’s noncompliance with its obligations; acts of a public enemy; wars and civil disturbances; strikes, lockouts or other industrial disturbances that are not due to the affected Party’s failure to comply with any labor contract. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Force Majeure shall not include any of the following events: (A) economic difficulty, including the lack of financial resources; (B) change in market economic conditions; and (C) failures by any of the contractors of the affected Party to perform their respective obligations, except when such event meets the requirements of Force Majeure as provided above. It is further understood and agreed that risks of regulatory disallowance or other economic penalties shall not constitute events of Force Majeure.

Force Majeure Defined. As used hereinNeither Party shall be responsible for nonperformance of its contractual obligations (including, “in the case of Contractor, late Delivery) due to Force Majeure” . Force Majeure shall mean be any act or event that (a) renders it impossible for beyond the reasonable control of the affected Party to perform or its obligations under this Agreement; (b) is beyond the affected Party’s control suppliers and is not the result of the fault or negligence of the affected Party; Subcontractors and (c) could not have been prevented or avoided by the affected Party through the exercise of due diligence, including but not limited to, the expenditure of reasonable amounts of money considering the scope of the service being provided. Subject to the satisfaction of the conditions set forth in the preceding provision, Force Majeure shall include, without being but not be limited to, the following acts or events: (1) acts of God, including fires, explosions, earthquakes or volcanic eruptions, storms, floods, washouts and extreme cold or freezing weather; necessity for compliance with any court order, law, regulation or ordinance promulgated by any Governmental Instrumentality having jurisdiction, either federal, Indian, state or local, civil or military, and that is not the result of the affected Party’s noncompliance with its obligations; (2) acts of a public enemy; wars (3) acts of a government in its sovereign capacity (including any action or inaction affecting the import or export of items); (4) war and civil disturbanceswarlike events; strikes(5) catastrophic weather conditions such as hurricanes, lockouts tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; or (7) sabotage, riot and 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 to establish work-around plans, payment of expedited fees, alternate sources, or other industrial disturbances that are not means; and (3) the affected Party must provide the other Party with written notice thereof as soon as possible but in no event later [***] after the occurrence of such an event. Notwithstanding anything to the contrary in 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 Parties shall use reasonable efforts to minimize the affected Party’s failure to comply with any labor contract. It is understood and agreed that the settlement effect of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that any Force Majeure event. In the event a Party claims a Force Majeure event, 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, [***]. In the event of a Force Majeure event, the Delivery requirement shall be remedied with all reasonable dispatch extended for such period as is supported by the evidence provided; provided, however, the occurrence of a Force Majeure event shall not require the settlement of strikes or lockouts by acceding in no event entitle Contractor to the demands of an opposing party when such course is inadvisable increase in the discretion price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the Party having the difficulty. Force Majeure shall not include any execution of the following events: (A) economic difficulty, including the lack of financial resources; (B) change in market economic conditions; and (C) failures by any of the contractors of the affected Party a mutually acceptable amendment to perform their respective obligations, except when such event meets the requirements of Force Majeure as provided above. It is further understood and agreed that risks of regulatory disallowance or other economic penalties shall not constitute events of Force Majeurethis Contract.

Force Majeure Defined. As used hereinFor the purposes of this Master Agreement, “Force Majeure” shall mean any act event or event that (a) renders it impossible for the affected Party to perform its obligations under this Agreement; (b) is circumstance, whether or not foreseeable, beyond the affected Party’s reasonable control of a Party and is not the result of without the fault or negligence of the Party affected thereby, and which event or circumstance, in the exercise of reasonable diligence, could not have been prevented or avoided by such Party; . In the event of a Force Majeure that affects Seller’s performance with respect to Deliveries from a source and if an additional source(s) is/are identified in the applicable Transaction Confirmation, then to the extent that Seller has quantities of Fuel from such additional source(s) that are uncommitted as of the date of the Force Majeure event, then Seller shall mitigate the effects of the Force Majeure by making Deliveries from such alternative source(s). Examples (without limitation and without application of the doctrine of ejusdem generis) of Force Majeure are the following, but only if and to the extent that (a) such event or circumstance is beyond the reasonable control of the Party affected, (b) such event or circumstance occurs without the fault or negligence of the Party affected, and (c) such event or circumstance, in the exercise of reasonable diligence, could not have been prevented or avoided by the affected Execution Set Party through the exercise of due diligence, including but not limited to, the expenditure of reasonable amounts of money considering the scope of the service being provided. Subject to the satisfaction of the conditions set forth in the preceding provision, Force Majeure shall include, without being limited to, the following acts or eventsaffected: acts of God, including firesadverse geologic or mining conditions, explosionswar. riots, earthquakes civil insurrection, acts of the public enemy, strikes, lockouts, natural disasters, breakdown or volcanic eruptionsdamage to Seller’s longwall mining equipment or Buyer’s coal unloading system equipment, stormstransportation delays, floodsor other causes whether of a similar or dissimilar nature. For all purposes of this Master Agreement, washouts and extreme cold the term Force Majeure shall also include Buyer’s voluntary or freezing weather; necessity for compliance with involuntary reduction or elimination of its use of Fuel that is to be purchased under this Master Agreement as a result of any court orderfederal, state or other governmental law, regulation or ordinance promulgated by order, or interpretation thereof, not applied to Buyer as of the date of execution, but which is enforced or imposed upon, or becomes applicable to, Buyer(a “Newly Applied Requirement”) after execution of the relevant Confirmation,: (1) regarding the purchase, sale, burning, or use of Fuel to be transported under this Master Agreement, or the reduction of emission limitations or the sulfur, NOX (NO and NO2). mercury or other chemical content of the Fuel to be burned at any Governmental Instrumentality having jurisdictionfacility of Buyer or any of its Affiliates below the standard deemed in effect on the Effective Date; or (2) relating to the sulfur, either federalNOX (NO and NO2), Indianmercury or other chemical content of the Fuel and/or stack emission limitations at facility of Buyer (including, state without limitation, the Clean Air Act Amendments of 1990) and which prevents Buyer from burning the quality of Coal from the Source, or localimposes restrictions that cannot be reasonably overcome without significant capital or operational changes, civil provided however, such reduction or military, and that elimination is not the result of the affected Party’s noncompliance with its obligations; acts of a public enemy; wars and civil disturbances; strikes, lockouts or other industrial disturbances that are not due to the affected Party’s failure commercially reasonable judgment to comply with any labor contract. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable in the discretion of the Party having the difficultyNewly Applied Requirement. Force Majeure shall does not include any of the following eventsinclude: (Ai) economic difficulty, including the lack loss of financial resourcesBuyer’s markets; (Bii) a change in market economic conditionsconditions including, without limitation, the ability of Seller to sell Fuel at a higher price; and (Ciii) failures by any Seller’s inability to economically produce or obtain the Fuel; (iv) the ability of Buyer or Buyer’s Customer to buy Fuel at a lower price, whether or not foreseeable; (v) regulatory or contractual disallowance of the contractors pass-through of the affected Party to perform their respective obligations, except when such event meets the requirements costs of Force Majeure as provided above. It is further understood and agreed that risks of regulatory disallowance Fuel or other related costs; (vi) the development or existence of economic penalties shall not constitute events conditions that may adversely affect the anticipated profitability of Force Majeurethe mining activities of Seller hereunder or of Buyer’s operations; or (vii) reduced productivity of labor.

Force Majeure Defined. As used hereinFor the purposes of this Master Agreement, “Force Majeure” shall mean any act event or event that (a) renders it impossible for the affected Party to perform its obligations under this Agreement; (b) is circumstance, whether or not foreseeable, beyond the affected Party’s reasonable control of a Party and is not the result of without the fault or negligence of the Party affected thereby, and which event or circumstance, in the exercise of reasonable diligence, could not have been prevented or avoided by such Party; . In the event of a Force Majeure that affects Seller’s performance with respect to Deliveries from a source and if an additional source(s) is/are identified in the applicable Transaction Confirmation, then to the extent that Seller has quantities of Fuel from such additional source(s) that are uncommitted as of the date of the Force Majeure event, then Seller shall mitigate the effects of the Force Majeure by making Deliveries from such alternative source(s). Examples (without limitation and without application of the doctrine of ejusdem generis) of Force Majeure are the following, but only if and to the extent that (a) such event or circumstance is beyond the reasonable control of the Party affected, (b) such event or circumstance occurs without the fault or negligence of the Party affected, and (c) such event or Execution Set circumstance, in the exercise of reasonable diligence, could not have been prevented or avoided by the affected Party through the exercise of due diligence, including but not limited to, the expenditure of reasonable amounts of money considering the scope of the service being provided. Subject to the satisfaction of the conditions set forth in the preceding provision, Force Majeure shall include, without being limited to, the following acts or eventsaffected: acts of God, including firesadverse geologic or mining conditions, explosionswar. riots, earthquakes civil insurrection, acts of the public enemy, strikes, lockouts, natural disasters, breakdown or volcanic eruptionsdamage to Seller’s longwall mining equipment or Buyer’s coal unloading system equipment, stormstransportation delays, floodsor other causes whether of a similar or dissimilar nature. For all purposes of this Master Agreement, washouts and extreme cold the term Force Majeure shall also include Buyer’s voluntary or freezing weather; necessity for compliance with involuntary reduction or elimination of its use of Fuel that is to be purchased under this Master Agreement as a result of any court orderfederal, state or other governmental law, regulation or ordinance promulgated by order, or interpretation thereof, not applied to Buyer as of the date of execution, but which is enforced or imposed upon, or becomes applicable to, Buyer(a “Newly Applied Requirement”) after execution of the relevant Confirmation,: (1) regarding the purchase, sale, burning, or use of Fuel to be transported under this Master Agreement, or the reduction of emission limitations or the sulfur, NOX (NO and NO2). mercury or other chemical content of the Fuel to be burned at any Governmental Instrumentality having jurisdictionfacility of Buyer or any of its Affiliates below the standard deemed in effect on the Effective Date; or (2) relating to the sulfur, either federalNOX (NO and NO2), Indianmercury or other chemical content of the Fuel and/or stack emission limitations at facility of Buyer (including, state without limitation, the Clean Air Act Amendments of 1990) and which prevents Buyer from burning the quality of Coal from the Source, or localimposes restrictions that cannot be reasonably overcome without significant capital or operational changes, civil provided however, such reduction or military, and that elimination is not the result of the affected Party’s noncompliance with its obligations; acts of a public enemy; wars and civil disturbances; strikes, lockouts or other industrial disturbances that are not due to the affected Party’s failure commercially reasonable judgment to comply with any labor contract. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable in the discretion of the Party having the difficultyNewly Applied Requirement. Force Majeure shall does not include any of the following eventsinclude: (Ai) economic difficulty, including the lack loss of financial resourcesBuyer’s markets; (Bii) a change in market economic conditionsconditions including, without limitation, the ability of Seller to sell Fuel at a higher price; and (Ciii) failures by any Seller’s inability to economically produce or obtain the Fuel; (iv) the ability of Buyer or Buyer’s Customer to buy Fuel at a lower price, whether or not foreseeable; (v) regulatory or contractual disallowance of the contractors pass-through of the affected Party to perform their respective obligations, except when such event meets the requirements costs of Force Majeure as provided above. It is further understood and agreed that risks of regulatory disallowance Fuel or other related costs; (vi) the development or existence of economic penalties shall not constitute events conditions that may adversely affect the anticipated profitability of Force Majeurethe mining activities of Seller hereunder or of Buyer’s operations; or (vii) reduced productivity of labor.