Common use of Force Majeure Defined Clause in Contracts

Force Majeure Defined. 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 avoided by such Party through the exercise of due diligence. Events of force majeure include, without limitation by enumeration, 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, washouts, freezing of xxxxx or lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or lines 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 (collectively "curtailment") of transportation downstream of a Delivery Point shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, as soon as possible following its discovery of the curtailment of downstream transportation. In that event, Dynegy will consult with Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point.

Force Majeure Defined. The term "force majeure" means 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”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event that 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) was Customer’s inability to pay any invoice when due hereunder shall not within the control of the Party claiming its occurrencequalify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) could 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 have been prevented or avoided 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 Party through 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 exercise effect of due diligenceany 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. Events In the event of force majeure includea Force Majeure event, without limitation the Delivery requirement shall be extended for such period as is supported by enumerationthe evidence provided; provided, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Producer's judgment require and result no event entitle Boeing to an increase in the precautionary shutprice 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-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of xxxxx or lines of pipe used around plan agreed to supply Committed Gas by Customer under this Agreement and other similar severe natural calamities; acts Article 13.1 (Force Majeure Defined). Any adjustment of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or lines of pipe used to enable Producer to deliver or Dynegy to receive Committed Gas time appropriate under this Agreement; events of force majeure declared Article 13 (Excusable Delays) shall be formalized promptly 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 the execution of a similar typemutually acceptable amendment to this Contract. The Parties recognize Customer acknowledges that Dynegy is not required by this Agreement to utilize firm transportation to receive Committed Gas from Producer at each Delivery Pointfollowing the end of an excusable delay event, 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 (collectively "curtailment") of transportation downstream of a Delivery Point Boeing shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, resume full performance as soon as possible following its discovery commercially practicable after the end of the curtailment of downstream transportation. In that an excusable delay event, Dynegy will consult 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 Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery PointMilestone.

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 (including, 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" means an event that (i) was not within the control “Force Majeure” as used in this Agreement shall mean any acts of the Party claiming its occurrence; and (ii) could not have been prevented or avoided by such Party through the exercise of due diligence. Events of force majeure includeGod, without limitation by enumerationstrikes, lockouts, embargoes, acts of God; lightningthe public enemy, hurricanes or stormswars, hurricane or storm warnings which in Producer's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakesblockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, landslides, washouts, freezing arrests and restraints of xxxxx rulers and peoples, civil disturbances, explosions, breakage or failure of or accident to machinery and equipment or lines of pipe used caused by events or actions beyond the affected Party’s reasonable control, unanticipated repairs to supply Committed Gas under this Agreement and other similar severe natural calamities; acts or replacements of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or machinery, lines of pipe used to enable Producer to deliver or Dynegy to receive Committed Gas under this Agreement; events pipe, pumps, compressors, valves, gauges, and metering equipment, line freeze-ups, the binding order of force majeure declared by transporting pipelines; imposition by a regulatory agent, any 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 Governmental Authority which has been resisted in good faith by all reasonable legal means; or , and any other cause cause, of the kind herein enumerated , not within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome. A failure to settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be 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 similar type. The Parties recognize 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 Dynegy is BAMAGAS shall not required by be liable under this Agreement to utilize firm transportation to receive Committed Gas from Producer at each Delivery Point, but it is or otherwise for the intent acts or omissions of both Parties that transportation CES’ employees or sales arrangements downstream its contractors in connection with their operation of the Delivery Points Pipeline and/or the BAMAGAS Lateral(s), nor shall BAMAGAS be made held in breach of any covenant or other obligation to CES under this Agreement by Dynegy 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 a manner 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 possibility curtailment or interruption of a curtailment transportation 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 (collectively "curtailment"Point(s) of transportation downstream 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 Delivery Point Force Majeure event except for the payment of the Initial Term Demand Charge or the Renewal Term Demand Charge. Causes 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 constitute 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 of either Party when such suspension results from an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, as soon as possible following its discovery of the curtailment of downstream transportation. In that event, Dynegy will consult with Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery PointForce Majeure.

Force Majeure Defined. The term "force majeure" means 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 FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. 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 that 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) was Customer’s inability to pay any invoice when due hereunder shall not within the control of the Party claiming its occurrencequalify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) could 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 have been prevented or avoided 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 Party through 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 exercise effect of due diligenceany 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. Events In the event of force majeure includea Force Majeure event, without limitation the Delivery requirement shall be extended for such period as is supported by enumerationthe evidence provided; provided, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Producer's judgment require and result no event entitle Boeing to an increase in the precautionary shutprice 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-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of xxxxx or lines of pipe used around plan agreed to supply Committed Gas by Customer under this Agreement and other similar severe natural calamities; acts Article 13.1 (Force Majeure Defined). Any adjustment of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or lines of pipe used to enable Producer to deliver or Dynegy to receive Committed Gas time appropriate under this Agreement; events of force majeure declared Article 13 (Excusable Delays) shall be formalized promptly 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 the execution of a similar typemutually acceptable amendment to this Contract. The Parties recognize Customer acknowledges that Dynegy is not required by this Agreement to utilize firm transportation to receive Committed Gas from Producer at each Delivery Pointfollowing the end of an excusable delay event, 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 (collectively "curtailment") of transportation downstream of a Delivery Point Boeing shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, resume full performance as soon as possible following its discovery commercially practicable after the end of the curtailment of downstream transportation. In that an excusable delay event, Dynegy will consult 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 Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery PointMilestone.

Force Majeure Defined. The term "force majeureForce 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 avoided by such Party through the exercise of due diligence. Events of force majeure Force Majeure include, without limitation by enumeration, acts of Godnature; lightning, hurricanes or storms, hurricane or storm warnings which in ProducerUPFUELS' or UPR'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 wellx xx lines of pipe used to supply Committed Gas 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 xxxxxwellx, equipmentxxuipment, facilities or lines of pipe used to enable Producer UPR to deliver or Dynegy UPFUELS to receive Committed Gas Subject NGLs under this Agreement; events the inability or refusal of force majeure declared by transporting pipelinesany 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 agentagency, 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; 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 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 type whether of the Delivery Points be made kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by Dynegy in the exercise of due diligence such a manner that the possibility Party is unable to overcome. Force Majeure shall also include any event of a curtailment of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition Force Majeure occurring with respect to the foregoing events facilities or services of force majeureeither UPR's or UPFUELS third Person suppliers or customers receiving or delivering any product, fuel, feedstock or other substance necessary to the lossperformance of such Person's obligations to UPR or UPFUELS, interruption and shall also include curtailment or curtailment (collectively "curtailment") interruptions of transportation downstream deliveries or service by such third Person suppliers or customers as a result of a Delivery Point shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, as soon as possible following its discovery of the curtailment of downstream transportation. In that event, Dynegy will consult with Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery PointForce Majeure.

Force Majeure Defined. The term "force majeureForce 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 avoided by such Party through the exercise of due diligence. Events of force majeure Force Majeure include, without limitation by enumeration, : acts of Godnature; lightning, hurricanes or storms, hurricane or storm warnings which in ProducerUPR'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 wellx xx lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; events of force majeure affecting processing or fractionation plants at which Committed Gas is being processed, if such events prevent the delivery of such Committed Gas 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 xxxxxwellx, equipmentxxuipment, facilities or lines of pipe used to enable Producer UPR to deliver or Dynegy UPFUELS to receive Committed Gas under this Agreement; events the inability or refusal of force majeure declared by transporting pipelinesany Transporter of Gas to receive, transport or deliver Gas 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 Committed Gas exists); imposition by a regulatory agentagency, court or other governmental authority having jurisdiction jurisdiction, of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performingperforming its obligations hereunder, 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 type whether 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 (collectively "curtailment") of transportation downstream of a Delivery Point shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or the resumption of the curtailed transportation arrangements, as soon as possible following its discovery of the curtailment of downstream transportation. In that event, Dynegy will consult with Producer and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point.kind herein