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 Seller's judgment require and result in the precautionary shut-down or evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser to receive Committed Gas under this Agreement; events of force majeure declared by transporting pipelines; imposition by a regulatory agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility of a 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 of transportation downstream of a Delivery Point and Pricing Pool shall constitute an event of Force Majeure provided that Purchaser 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, Purchaser will consult with Seller and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point or Pricing Pool.

Force Majeure Defined. The term "Any delay or failure in the performance of a Party’s obligations under this Contract shall be excused, and such Party will not be liable for, or be in default for, such delay or non-performance, if the cause of the delay or non-performance is, in whole or in part, beyond such Party’s reasonable control and without the negligence of such Party (or its Subcontractors at any tier). Purchaser acknowledges that following the end of an excusable delay event, Contractor shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. If the affected Party is the Purchaser, payment obligations of Purchaser shall not be suspended, except if such payment is prevented by the Force Majeure" means an event that (i) was not within , in which case the control Contractor shall be entitled to stop the Work under this Contract and the provisions of Article 22.2 shall apply. If 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 foregoing Force Majeure includeevent affecting the Purchaser extends for [***…***] months or more, without limitation, by enumeration, Contractor shall be entitled to terminate the Contract in accordance with the provisions of Article 16.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Iridium / Thales Alenia Space Confidential & Proprietary Force Majeure shall include but are not limited to: (1) acts of God; lightning(2) acts of a public enemy; (3) acts or omissions of a government or government bodies in its sovereign capacity and not contractual capacity (including the inability to obtain and/or the suspension, hurricanes withdrawal, or stormsnon-renewal of export or import licenses required for the performance of the Contract following the exhaustion of any administrative or statutory relief or appeal provision relating thereto); (4) war (declared or undeclared) and warlike events; (5) catastrophic weather conditions such as hurricanes, hurricane or storm warnings which in Seller's judgment require tornadoes and result in the precautionary shut-down or evaluation of production facilitiestyphoons; (6) fire, earthquakes, floods, epidemics, firesquarantine restrictions; and (7) sabotage, floodsriots, landslidesterrorist acts, washoutstheft and embargoes; or (8) strikes, freezing labor and industrial disputes, failures or interruptions in essential services or equipment (e.g., electrical power, telecommunications, fuels, water) and transportation failures (only to the extent such events are not caused by an act, omission or failure to act of wellx xx lines Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of pipe used to supply Committed Gas a Party’s obligations under this Agreement Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other 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 than that to wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser to receive Committed Gas be performed under this Agreement; events Contract, such delay will be considered as a Force Majeure pursuant to the terms of force majeure declared this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by transporting pipelines; imposition by a regulatory agency, court the relevant Party or other governmental authority having jurisdiction its relevant subcontractor at the time of binding laws, conditions, limitations, orders, rules EDC will not be considered Force Majeure. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility negligence of a curtailment of Committed Gas Party or its subcontractors hereunder; and (2) the Party whose performance is delayed 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 of transportation downstream of a Delivery Point and Pricing Pool shall constitute an event of Force Majeure provided that Purchaser exercises reasonable efforts to arrange alternative transportation, or event shall provide the resumption of the curtailed transportation arrangements, other Party with written notice thereof as soon as possible following its discovery but in no event later than [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows of such Force Majeure event, whichever is earlier. Such notice shall also be given at the termination of the curtailment Force Majeure event. Notwithstanding anything to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Contractor from meeting any of downstream transportationits obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Iridium / Thales Alenia Space Confidential & Proprietary In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work to be affected by such delay, to the best knowledge of Contractor, as well as a proposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In that the event of a Force Majeure event, Purchaser will consult with Seller the Parties shall evaluate the nature and endeavor severity thereof and reasonably agree to agree upon any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a plan Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of action Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to avoid further curtailment an increase in the price for the Work. Any adjustment of Committed Gas from that Delivery Point or Pricing Pooltime appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Force Majeure Defined. The term "Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure" means . 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 diligence. Events of any such Force Majeure includeevent 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, without limitationthe Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, by enumeration, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Seller'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 evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx 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 wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser 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 agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility execution of a curtailment mutually acceptable amendment to this Contract. Customer acknowledges that following the end of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of Force Majeurean excusable delay event, the loss, interruption or curtailment of transportation downstream of a Delivery Point and Pricing Pool Boeing shall constitute an event of Force Majeure provided that Purchaser 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, Purchaser 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 Seller and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point or Pricing PoolMilestone.

Force Majeure Defined. The term "Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure" means . 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 diligence. Events of any such Force Majeure includeevent 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, without limitationthe Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, by enumeration, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Seller'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 evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx 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 wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser 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 agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility execution of a curtailment mutually acceptable amendment to this Contract. Customer acknowledges that following the end of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of Force Majeurean excusable delay event, the loss, interruption or curtailment of transportation downstream of a Delivery Point and Pricing Pool Boeing shall constitute an event of Force Majeure provided that Purchaser 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, Purchaser 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 Seller and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point or Pricing PoolMilestone.

Force Majeure Defined. The term "Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure" means . 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 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 diligence. Events of any such Force Majeure includeevent 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, without limitationthe Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, by enumeration, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Seller'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 evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx 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 wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser 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 agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility execution of a curtailment mutually acceptable amendment to this Contract. Customer acknowledges that following the end of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of Force Majeurean excusable delay event, the loss, interruption or curtailment of transportation downstream of a Delivery Point and Pricing Pool Boeing shall constitute an event of Force Majeure provided that Purchaser 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, Purchaser 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 Seller and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point or Pricing PoolMilestone.

Force Majeure Defined. The term "Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure" means . 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”). 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 diligence. Events of any such Force Majeure includeevent 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, without limitationthe Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, by enumeration, acts that the occurrence of God; lightning, hurricanes or storms, hurricane or storm warnings which a Force Majeure event shall in Seller'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 evaluation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx 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 wellx, xxuipment, facilities or lines of pipe used to enable Seller to deliver or Purchaser 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 agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, providing such governmental action has been resisted in good faith by all reasonable legal means; or any other cause. The Parties recognize that Purchaser is not required by this Agreement to use firm transportation to receive Committed Gas from Seller at each Delivery Point and Pricing Pool, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points and Pricing Pool be made by Purchaser in such a manner that the possibility execution of a curtailment mutually acceptable amendment to this Contract. Customer acknowledges that following the end of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of Force Majeurean excusable delay event, the loss, interruption or curtailment of transportation downstream of a Delivery Point and Pricing Pool Boeing shall constitute an event of Force Majeure provided that Purchaser 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, Purchaser 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 Seller and endeavor to agree upon a plan of action to avoid further curtailment of Committed Gas from that Delivery Point or Pricing PoolMilestone.