Common use of Force Majeure Events Clause in Contracts

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non- performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)For purposes of this Section, neither a “Force Majeure Event” means any event beyond the reasonable control of a party shall be liable to the including acts of God, fires, floods, vandalism, sabotage, war, terrorist action, riot, civil commotion, rebellion, general labor stoppage, interruptions in telecommunications or utilities services caused by a Force Majeure Event, or acts of a government, regulatory or any other competent authority or compliance with any law or governmental or regulatory order, rule, regulation or direction outside of CTS’ control. If a party for is prevented, hindered or delayed from or in performing any delay or non- performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of GodContract = by a Force Majeure Event, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party then (the Affected Partyi) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, Contract shall be suspended during the period that for so long as the Force Majeure Event persists. continues and to the extent that it is so prevented, hindered or delayed, (cii) The occurrence as soon as reasonably possible after commencement of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier it shall give notice in writing to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to of the occurrence of the Force Majeure Event, the date of commencement of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Contract; and (iii) as soon as reasonably possible after the cessation of the Force Majeure Event it shall give notice in writing of the cessation of the Force Majeure Event and shall resume performance of all of its obligations under this Contract. CTS shall have the right to terminate all or any portion of the Contract, an applicable Technical Addendum, Order, or Service provided under the applicable Technical Addendum with by providing a notice of Anticipated Breach with thirty (30) days prior notice in the event of a delay or interruption of performance by Contractor resulting from a Force Majeure Event which exceeds one hundred twenty (120) days, despite Contractor’s use of its best efforts to recover from such Force Majeure Event, by delivering to Contractor an Anticipated Breach Notice that states at a minimum the termination date at the end of the one hundred an twenty days in accordance with this Contract.

Force Majeure Events. (a) 14.1 Subject to Clauses 7.1 clause 14.2 and 8.2(c)clause 14.3, neither party each Party shall be liable to the other party relieved from liability for any delay or non- performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control and unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Partymake payment) to the extent that it is not able to perform such obligations by reason of a Force Majeure Event. Network Rail shall be unable entitled to comply with a change to the Construction Completion Date and the Liquidated Damages Payment Date to reflect an extension of time properly awarded under any contracts between the Customer and any contractor carrying out the Works in respect of a Force Majeure Event. 14.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or have not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under this Agreementclause 14.2(a). 14.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. Following that notification, this Agreement The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed (performance to continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event).

Force Majeure Events. (a) Subject No fault if failure due to Clauses 7.1 and 8.2(c), neither party shall a Force Majeure Event 19.1 Neither Party will be liable to the other party for any delay or non- performance of failure to perform its obligations under this Agreement arising directly from any of Contract where the following cause or causes beyond its reasonable control and unable reasonably failure is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided . 19.2 It is specifically understood that none of the Affected Partyfollowing conditions shall constitute a Force Majeure Event: (ia) promptly notifies reasonably foreseeable weather conditions including high ambient temperatures and rain; (b) the failure of any Subcontractor to furnish labour, services, materials or equipment on the dates agreed to unless such failure is itself due to a Force Majeure Event; (c) general economic conditions and exchange rate fluctuations; (d) the financial condition of the Contractor or any Subcontractor; (e) the financial condition of Pan Pac; and (f) any matter, thing or circumstance that the Contractor takes risk in pursuant to this Contract. 19.3 A Party who wishes to claim suspension of its obligations due to Force Majeure Event must notify the other party in writing Party as soon as reasonably possible. The notice must state: (a) the nature of the cause circumstances giving rise to the Force Majeure Event; (b) the extent of the delay or non-performance, that Party's inability to perform under this Contract; (c) the likely duration of the delay or that non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (iid) takes all what steps in accordance with Good Industry Practice are being taken to overcome or minimise the effect impact of the delay or non-performance Force Majeure Event on the other partyWorks. (b) The performance of 19.4 If Pan Pac, acting reasonably, requires the Affected Party's obligations, Works to be supplied during the extent period affected by the a Force Majeure Event, shall be suspended during the period that the Force Majeure Event persiststhen despite clause 19.5, Pan Pac may terminate this Contract immediately by giving notice. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) 17.1. This clause applies to obligations under the agreement other than an obligation to pay money. 17.2. Subject to Clauses 7.1 and 8.2(c)clause 17.1, neither party shall will be liable to the other party for any default or delay or non- in the performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably agreement which is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations affected complies with clauses 17.3 and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party17.4. (b) The performance of the Affected Party's obligations17.3. Subject to clause 17.1, any party who is unable to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of perform any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan.agreement because of a Force Majeure Event must provide the other party with: (a) notice that the party is unable to perform its obligations, specifying which obligations are affected; and (b) a description of the Force Majeure Event preventing the party from performing its obligations; and (c) a description of how the Force Majeure Event is preventing the party from performing its obligations; and (d) If a description of the steps the party plans to take to remedy the situation and ensure performance of its obligations under the agreement; and (e) an estimate that is reasonable in the circumstances, of the time the party anticipates it will take to perform its obligations under the agreement. 17.4. A party who wishes to rely on clause 17.2 and/or 17.5 must perform clause 17.3 a minimum of once every 7 days during the Force Majeure Event to ensure that the other party is kept up to date as to the party’s anticipated performance of its obligations pursuant to the agreement. 17.5. Subject to clause 17.1, a party who is unable to perform any of its obligations under the agreement because of a Force Majeure Event occurs and the Subcontractor has not restored full who complies with clauses 17.3 and uninterrupted Services within 24 hours17.4, the Contractor shall not will be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration excused from performance or observance of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services obligations affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing for as soon long as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Eventprevails.

Force Majeure Events. (a) Subject In the case of an occurrence of a Force Majeure Event and subject to Clauses 7.1 and 8.2(cSub-clause 13.3(d), neither party both Parties shall be liable relieved of their respective obligations under this Contract affected by a Force Majeure Event and neither Party shall be entitled to bring a claim for a breach of obligations under this Contract by the other Party or incur any liability to the other party Party for any delay losses or non- performance of its obligations under this Agreement arising directly from any of damages incurred by that other Party to the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (extent that a Force Majeure Event occurs and it is prevented from carrying out obligations by that Force Majeure Event). (b) As soon as practicable and in any event by no later than [ ] Working Days of the date of commencement of the Force Majeure Event, provided that the Party affected thereby (the “Affected Party: (i”) promptly notifies shall provide written notice to the other party in writing Party. Such notification shall provide details of the cause Force Majeure Event, including the date of the delay or non-performance, the likely duration commencement of the delay or non-performanceForce Majeure Event, evidence of its effect on its the obligations of the Affected Party and details of the action it proposes actions proposed to take mitigate its effect. (c) As soon as practicable following the other Party’s receipt of the notification referred to in Sub-clause 13.3(b), the Parties shall consult with each other [and the Lead Authority] in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effect effects of the delay Force Majeure Event and facilitate the continued performance of this Contract. (d) If no such terms are agreed on or non- performancebefore the date falling [130] days after the date of the commencement of the Force Majeure Event and such Force Majeure Event is continuing or its consequence remains such that the Affected Party is unable to comply with its obligations under this Contract for a period of more than [190] days [calculated from the date of the commencement of the Force Majeure Event], then, subject to Sub-clause 13.3(f), either Party may terminate this Contract by giving at least [40] days’ written notice to the other Party. (e) In the event of such a termination the rights and obligations of the Parties shall be the same as if this Contract had been terminated by the Purchaser under Clause 41 except that the calculation referred to in Sub-clause 41.3 shall be the aggregate of the following: (i) the amount of the Contract Price; (ii) the net amount to be added to or deducted from this Contract Price by virtue of additions thereto or deductions therefrom which have accrued in accordance with this Contract prior to the Contractor’s receipt of the Termination Order; (iii) a reasonable pro-rata amount for any Works for which a milestone has not become due under Schedule 8 (Terms of payment); (iv) a reasonable amount for Works carried out by the Contractor on Project Manager’s instructions under Sub-clause 42.2 and the net amount of the Costs and damages reasonably and properly incurred by the Contractor as a direct consequence of termination; (v) the total amount already paid by the Purchaser to the Contractor under this Contract; and (iivi) takes the balance due to the Contractor, or to the Purchaser, as the case may be. The amount to be certified under Sub-clause 13.3(e)(vi) shall be the amount of Sub-clause 13.3(e)(i) plus or minus, as the case may require, the amount of Sub-clause 13.3(e)(ii) plus the amount of Sub-clause 13.3(e)(iii) plus the amount of Sub-clause 13.3(e)(iv) and minus the amount of Sub-clause 13.3(e)(v). Should the resultant amount under Sub-clause 13.3(e)(vi) be a negative amount it shall constitute a balance payable to the Purchaser. Otherwise it shall constitute a balance payable to the Contractor. (f) If the Contractor gives notice to the Purchaser under Sub-clause 13.3(d) above that it wishes to terminate this Contract, then the Purchaser has the option either to accept such notice or to respond in writing on or before the date falling [10] Working Days after the date of its receipt stating that it requires this Contract to continue. If the Purchaser gives the Contractor such notice, then the Parties shall liaise to agree the circumstances under which this Contract will continue having regard to the continuing nature of the Principal Contract. (g) The Parties shall at all times following the occurrence of a Force Majeure Event use all reasonable endeavours to prevent and mitigate the effects of any delay and the Contractor shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with Good Industry Practice to overcome or minimise the effect consequences of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (fh) The Affected Party shall notify the other party in writing Party as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this AgreementContract. Following that notification, such notification this Agreement Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event. (i) Nothing under Sub-clause 13.3(a) shall affect any entitlement to make deductions or any deductions made as a result of Schedule 8 (Terms of payment) or Schedule 9 (Liquidated damages for delay). (j) The Contractor shall notify the Purchaser if at any time it receives or becomes aware of any further information relating to the Force Majeure Event, giving details of that information to the extent that such information is new or renders information previously submitted materially inaccurate or misleading.

Force Majeure Events. (1) Distiller shall not be liable or responsible to Purchaser, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent Distiller’s failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) Subject to Clauses 7.1 and 8.2(cacts of God; (b) flood, fire, destructive wind event, earthquake, explosion or any other natural disasters or catastrophes, including any epidemic or pandemic; (c) war, invasion, hostilities (whether war is declared or not), neither party terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication or equipment breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the impacted Party; provided, however, no Force Majeure Event shall be liable relieve Purchaser from its obligations to Distiller for the fees due from Purchaser as provided for herein or Purchaser’s obligations as to insurance provided for herein, nor shall any Force Majeure Event relieve either Party of its indemnification obligations provided for herein.. (2) Distiller shall give notice within ten (I 0) Business Days of the Force Majeure Event to the other party for any Purchaser, stating the period of time the occurrence is expected to continue. Distiller shall use commercially reasonable efforts to end the failure or delay or non- and to try to minimize the effects of such Force Majeure Event. Distiller shall resume the performance of its obligations under this Agreement arising directly from any of as soon as reasonably practicable after the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing removal of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during . In the period event that the Force Majeure Event persists. Distiller’s failure or delay remains uncured for a period of one-hundred eighty (c180) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations consecutive days following written notice given by it under the Business Continuity Plan. this Section 5.2(2), either Party may thereafter terminate this Agreement upon fourteen (d14) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services days’ written notice to the Contractorother Party. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject No fault if failure due to Clauses 7.1 and 8.2(c), neither party shall an Force Majeure Event 19.1 Neither Party will be liable to the other party for any delay or non- performance of failure to perform its obligations under this Agreement arising directly from any of Contract where the following cause or causes beyond its reasonable control and unable reasonably failure is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided . 19.2 It is specifically understood that none of the Affected Partyfollowing conditions shall constitute a Force Majeure Event: (ia) promptly notifies reasonably foreseeable weather conditions including high ambient temperatures and rain; (b) the failure of any Subcontractor to furnish labour, services, materials or equipment on the dates agreed to unless such failure is itself due to a Force Majeure Event; (c) general economic conditions and exchange rate fluctuations; (d) the financial condition of the Contractor or any Subcontractor; (e) the financial condition of Pan Pac; and (f) any matter, thing or circumstance that the Contractor takes risk in pursuant to this Contract. 19.3 A Party who wishes to claim suspension of its obligations due to Force Majeure Event must notify the other party in writing Party as soon as reasonably possible. The notice must state: (a) the nature of the cause circumstances giving rise to the Force Majeure Event; (b) the extent of the delay or non-performance, that Party's inability to perform under this Contract; (c) the likely duration of the delay or that non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (iid) takes all what steps in accordance with Good Industry Practice are being taken to overcome or minimise the effect impact of the delay or non-performance Force Majeure Event on the other partyWorks. (b) The performance of 19.4 If Pan Pac, acting reasonably, requires the Affected Party's obligations, Works to be supplied during the extent period affected by the a Force Majeure Event, shall be suspended during the period that the Force Majeure Event persiststhen despite clause 19.5, Pan Pac may terminate this Contract immediately by giving notice. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject 17.1 No Default by Reason of Force Majeure Event. Performance by either Party hereunder shall not be deemed to Clauses 7.1 be in default where delays or failure to perform are the result of a Force Majeure Event. 17.1.1 It is the purpose and 8.2(c)intent of this provision that in the event of the occurrence of any such delay by reason of a Force Majeure Event, neither party the time or times for performance of the obligations of the Township or Redeveloper shall be liable extended for the period of the delay; provided, however, that such delay is actually caused by or results from the Force Majeure Event. The time for completion of any specified obligation hereunder shall be tolled for a period of time up to but not exceeding the period of delay resulting from the occurrence of a Force Majeure Event, plus a reasonable period of time not to exceed sixty (60) days or such other party period of time which may be agreed to by the Township and the Redeveloper, for Redeveloper to re-mobilize its contractors and agents to complete the Work or affected phase thereof, and Redeveloper’s non-performance of such obligation during any delay or non- performance such period of time shall not be deemed a Default by Redeveloper of its obligations under this Agreement arising directly from any Agreement. 17.1.2 To invoke the tolling provisions hereunder the Party invoking the provisions hereof must give notice to the other party of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act occurrence of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: Event within ten (i10) promptly notifies the other party in writing Business Days of the cause commencement of the delay or non-performance, cause. The tolling period shall be calculated from the likely duration date of the delay or non-performancenotice. During any Force Majeure Event that affects only a portion of the Work, evidence of its effect on Redeveloper shall to the maximum extent feasible continue to perform its obligations and details for the balance of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected Work unaffected by the Force Majeure Event, shall be suspended during . The assertions by the period that Redeveloper of the Force Majeure Event persists. (c) The occurrence existence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and for any portion of the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor Work shall not be required to pay, and prevent the Subcontractor shall not be entitled to charge, for Township from declaring a Default or the fees specified in paragraph [] occurrence of Schedule 6 (Charges) for an Event of Default by the duration Redeveloper if the event that is the basis of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence Default is not a result of the Force Majeure Event.

Force Majeure Events. (a) 14.1 Subject to Clauses 7.1 clause 14.2 and 8.2(c)clause 14.3, neither party each Party shall be liable to the other party relieved from liability for any delay or non- performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control and unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Partymake payment) to the extent that it is not able to perform such obligations by reason of a Force Majeure Event. Network Rail shall be unable entitled to comply with a change to the Construction Completion Date and the Liquidated Damages Payment Date to reflect an extension of time properly awarded under any contracts between the Customer and any contractor carrying out the Works in respect of a Force Majeure Event. 14.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or have not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under this Agreementclause 14.2(a). 14.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. Following that notification, this Agreement The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed (performance to continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event).

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party 10.4.1. Neither Party shall be liable to the other party for any delay or non- performance of its obligations under this Agreement arising directly from any of the following cause failure to perform in whole or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material in part of its obligations under this Agreement (caused by a Force Majeure Event)Event (as defined below) which adversely impact the performance of such Party’s obligations regardless of when occurring, provided that the Affected Party: including, but not limited to, (i) promptly notifies restrictions or regulations imposed by the federal or any state government or any subdivision or agency thereof; acts of God; war, preparation for war or the acts or interventions of naval or military executives or other party in writing agencies of the cause government; acts of the delay terrorists; blockade, sabotage, vandalism, malicious mischief, bomb scares, insurrection or non-performancethreats thereof; landslides, the likely duration of the delay hurricanes, earthquakes or non-performanceother natural calamity; collisions, evidence of its effect on its obligations fires, floods, accidents, or casualties, or other causes beyond such Party’s reasonable control; and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice as to overcome Seller, delays of subcontractors or minimise the effect of the delay carriers by land, sea or non-performance on the air; strikes, work stoppages, shortage of labor, lockouts (other party. than Seller instituted lockouts) or other industrial disturbances; shortages or late delivery of supplies (bincluding, without limitation, fuel supplies) The performance of the Affected Party's obligationsor raw materials (including, to the extent affected by the without limitation, steel) (collectively, “Force Majeure EventEvents”). Notwithstanding the foregoing, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any a Force Majeure Event shall not relieve include a Party’s inability to make payments required under this Agreement except to the Subcontractor extent that such Party is unable to access funds that would otherwise be available to it but for a failure or disruption of its obligations under the Business Continuity Plannational or global banking system or the systems of such Party’s bank that is not attributable to any failing of such Party. (d) If a 10.4.2. In the event of any Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hoursEvent, the Contractor affected Party shall not be required provide prompt written notice to payother Party of the occurrence of such Force Majeure Event, its effect on such Party’s performance hereunder, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by how long such Party expects the Force Majeure Event to ensure continuity of service and continue, which the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected affected Party shall notify the other party update in writing as soon as practicable after reasonably necessary to keep the other Party informed of the status thereof. The affected Party shall use commercially reasonable efforts to diligently end the failure or delay and ensure the effects of such Force Majeure Event ceases or no longer causes are minimized. The affected Party shall resume the Affected Party to be unable to comply with performance of its obligations under this Agreementas soon as reasonably practicable. 10.4.3. Following In the event of any Force Majeure Event, the Parties agree the date of Delivery or performance shall be extended for a period equal to the time lost by reason of the delay; provided, however, that notification, this Agreement shall continue to be performed on if the terms existing immediately prior to period of delay exceeds 11 10.4.4. In the event that the occurrence of the a Force Majeure EventEvent affects a Party’s performance of its obligations hereunder for more than two hundred forty (240) consecutive days, the other Party may terminate this Agreement thereafter upon [*****] advance written notice. 11.

Force Majeure Events. A Force Majeure shall include, without limitation, the following: a. war, hostilities, or warlike operations (a) Subject to Clauses 7.1 and 8.2(cwhether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; b. strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; c. earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; 16.2.1 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. 16.2.2 The party who has given such notice shall be liable to excused from the other party for any delay performance or non- punctual performance of its obligations under this Agreement arising directly from any the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. 16.2.3 The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the following cause event of Force Majeure upon its or causes beyond their performance of the Contract and to fulfil its reasonable control and unable reasonably or their obligations under the Contract, but without prejudice to be planned for either party’s right to terminate the Contract under Clause 16. 16.2.4 No delay or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes non-performance by either party (to this Contract caused by the Affected Party) to be unable to comply with all or a material part occurrence of its obligations under this Agreement (a any event of Force Majeure Event), provided that the Affected Partyshall: (ia) promptly notifies the other party in writing constitute a default or breach of the cause of Contract; (b) Give rise to any claim for damages or additional cost or expense occasioned by the delay or non-performance, if, and to the likely duration of the delay or non-performanceextent that, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (b) The 16.2.5 If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. 16.2.6 In the Force Majeure Eventevent of termination pursuant to Clause 16, the rights and obligations of the Purchaser and the Supplier shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees as specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumedclause titled Termination. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject Failure or delay of either party to Clauses 7.1 and 8.2(c), neither perform under this Agreement shall not subject such party shall be liable to any liability to the other party for any if such failure or delay or non- performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act is caused by acts of God, act acts of terrorism, war, civil war, armed conflict, fire, earthquakeexplosion, flood, drought, war, riot, sabotage, embargo, riot strikes or sabotage which directly causes either party other labor trouble (other than, in the Affected Party) case of Xxxxxx, failure to be unable hire and train, and ensure adequate staffing of to comply perform Production or Non-Production Services), compliance with all any order or regulation of any government entity, or by any extraordinary cause beyond the reasonable control of the affected party, whether or not foreseeable (each a material part of its obligations under this Agreement (a “Force Majeure Event”), provided that the Affected Party: (i) written notice of such event is promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes given to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. In the case of a force majeure event affecting Production activities by Xxxxxx, the parties shall use commercially reasonable efforts to arrange for the Production of Client Product through subcontracting or other means as appropriate to provide Client Product that conforms to the Production Standards and other requirements of this Agreement. The responsibility for any differential in the cost for such Production shall be mutually agreed upon by the parties. However, if Xxxxxx is unable to provide a solution for the Production of Client Product reasonably acceptable to Client and begin implementation of that solution within sixty (60) days of the commencement of such force majeure event and complete such solution within a commercially reasonable time, Client may terminate this Agreement or any Purchase Order upon notice to Xxxxxx, or at Client’s option, revise the Forecast accordingly. In the event Client cancels any open Purchase Orders pursuant to the foregoing, Xxxxxx shall promptly refund to Client all prepayments previously made by Client with respect to such Purchase Order for Production of Lots not reasonably expected to be released by Xxxxxx within such commercially reasonable time. (b) The performance of In the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If event a Force Majeure Event occurs and with respect to Xxxxxx that impacts the Subcontractor has not restored full and uninterrupted Services within 24 hoursavailability of the HSL Facility or HSL Equipment, the Contractor Initial Expiration Date shall not be required to pay, and extended for any period of time during which the Subcontractor shall not be entitled to charge, HSL Facility or the HSL Equipment is unavailable for the fees specified in paragraph [] Production of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumedClient Products. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. If a Force Majeure Event is the material contributing cause of a Party’s failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended. If a Force Majeure Event results in Vendor being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, the Client: (a) Subject shall not be required to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party pay for any delay or non- performance of its obligations under this Agreement arising directly from any Fees during the period of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance shall be entitled, without the payment of the Affected Party's obligationsfees described in Section 14.2, to engage an alternate provider, on an interim basis, to perform the extent affected by Services that Vendor is unable to perform as a result of the Force Majeure Event, until such time as Vendor is able again to perform the Services in accordance with the terms hereof. Both Parties shall be suspended during the period use commercially reasonable efforts to minimize delays and mitigate adverse circumstances that the occur due to a Force Majeure Event persists. (c) The occurrence of any Event. Notwithstanding the foregoing, a Force Majeure Event shall not relieve the Subcontractor of or excuse Vendor from its obligations under hereunder: (i) in the Business Continuity Plan. (d) If a event that such obligations are not directly affected by such Force Majeure Event occurs Event; (ii) in the event that Vendor’s failure to perform its obligations could have been prevented by testing that could have reasonably foreseen such failure, reasonable work-around, other exercise of reasonable diligence or the use of technology common and prevalent in the Subcontractor has not restored full and uninterrupted Services within 24 hours, industry; or (iii) to the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date extent that the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier is caused by Vendor’s or its Subcontractors’ failure to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate perform their Disaster Recovery Plan obligations in accordance with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notificationNotwithstanding the foregoing, this Agreement shall continue if Vendor is unable to be performed on restore the terms existing immediately prior to Services within thirty (30) days from the occurrence date of the Force Majeure Event, then Client shall have the right to terminate all or a portion of the Services without liability and without the payment of termination fees.

Force Majeure Events. (a) Subject to Clauses 7.1 18.1 and 8.2(c19.2(c), neither party shall be liable to the other party for any delay or non- non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, God act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot riot, sabotage or sabotage strike (other than of its own employees) which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- non-performance; and (ii) takes take all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor Contractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor Contractor has not restored full and uninterrupted Services within 24 hours, the Contractor Authority shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified Charges set out in paragraph [] of Schedule 6 11 (ChargesPayment Mechanism) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor Authority may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor Contractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of the those services to the ContractorAuthority and each Authority Related Party. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(cA Force Majeure shall include, without limitation, the following: • war, hostilities, or warlike operations (whether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; • strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; • earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; b) If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. c) The party who has given such notice shall be liable to excused from the other party for any delay performance or non- punctual performance of its obligations under this Agreement arising directly from any the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. d) The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the following cause event of Force Majeure upon its or causes beyond their performance of the Contract and to fulfil its reasonable control and unable reasonably or their obligations under the Contract, but without prejudice to be planned for either party’s right to terminate the Contract under Clause 15. e) No delay or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes non-performance by either party (to this Contract caused by the Affected Party) to be unable to comply with all or a material part occurrence of its obligations under this Agreement (a any event of Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing shall: • constitute a default or breach of the cause of Contract; • give rise to any claim for damages or additional cost or expense occasioned by the delay or non-performance, if, and to the likely duration of the delay or non-performanceextent that, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (bf) The If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. g) In the event of termination pursuant to Clause 15, the rights and obligations of GSCSCL and the IA shall be as specified in the clause titled Termination. h) Notwithstanding Clause 15.2 (e), Force Majeure Eventshall not apply to any obligation of GSCSCL to make payments to the IA under this Contract. i) For the avoidance of doubt, shall be suspended during the period it is expressly clarified that the Force Majeure Event persists. (c) The failure on the part of the IA under this Agreement or the SLA to implement any disaster contingency planning and back-up and other data safeguards in accordance with the terms of this Agreement or the SLA against natural disaster, fire, sabotage or other similar occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If be deemed to be a Force Majeure Event occurs event. For the avoidance of doubt, it is further clarified that any negligence in performance of Services which directly causes any breach of security like hacking aren’t the forces of nature and hence wouldn’t be qualified under the definition of “Force Majeure”. In so far as applicable to the performance of Services, Implementation Agency will be solely responsible to complete the risk assessment and ensure implementation of adequate security hygiene, best practices, processes and technology to prevent any breach of security and any resulting liability therefrom (wherever applicable). a) GSCSCL or its nominated agencies shall allow the Implementation Agency to review and utilize highly confidential public records and the Subcontractor has not restored full Implementation Agency shall maintain the highest level of secrecy, confidentiality and uninterrupted Services within 24 hoursprivacy with regard thereto. b) Additionally, the Contractor Implementation Agency shall keep confidential all the details and information with regard to the Project, including systems, facilities, operations, management and maintenance of the systems/facilities. c) GSCSCL shall retain all rights to prevent, stop and if required take the necessary punitive action against the Implementation Agency regarding any forbidden disclosure. d) The Implementation Agency shall execute a corporate non-disclosure agreement with GSCSCL in the format provided by GSCSCL and shall ensure that all its employees, agents and sub-contractors involved in the project execute individual non-disclosure agreements, which have been duly approved by GSCSCL with respect to this Project. e) For the avoidance of doubt, it is expressly clarified that the aforesaid provisions shall not be required apply to paythe following information: • information already available in the public domain; • information which has been developed independently by the Implementation Agency; • information which has been received from a third party who had the right to disclose the aforesaid information; • Information which has been disclosed to the public pursuant to a court order. f) To the extent the Implementation Agency shares its confidential or proprietary information with GSCSCL for effective performance of the Services, and the Subcontractor provisions of the Clause 15. shall not be entitled apply mutatis mutandis on GSCSCL. g) Notwithstanding anything to chargethe contrary mentioned hereinabove, the IA shall have the right to share the Letter of Intent / work order provided to it by GSCSCL in relation to this Agreement, with it’s prospective purchasers solely for the fees specified in paragraph [] purpose of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier intent to ensure the smooth evidence and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with support its obligations work experience under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)13.1 In general terms, under this Contract neither party shall Party will be liable to the other party Party for any delay or non- performance of its obligations under this Agreement arising directly Contract to the extent such delay or non-performance arises from any of an event or circumstance that is beyond the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement Party (a “Force Majeure Event”), provided that the Affected directly affected Party: (i) promptly 13.1.1 immediately notifies the other party Party in writing of setting out details of: (a) the cause of the delay or non-performance, performance and the nature of the relevant event or circumstance; (b) the impact of the Force Majeure Event on the performance of that Party’s obligations under this Contract; (c) the date on which the Force Majeure Event started and its likely or potential duration; (d) likely duration of the delay or non-performance, evidence of its effect on its obligations and details ; and (e) any steps being taken to reduce the impact of the action it proposes to take relevant or circumstance. 13.1.2 uses all reasonable endeavours to mitigate the effect of the delay or non- performanceForce Majeure Event on the performance of its obligations; and (ii) takes 13.1.3 resumes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the its obligations under this Contract as soon as reasonably practicable. 13.2 Where a delay or non-performance on is caused by a Force Majeure Event: 13.2.1 the directly affected Party shall be entitled to a reasonable extension of time for performing such obligations; 13.2.2 the corresponding obligations of the other partyParty will be suspended, and it’s time for performance of such obligations extended to the same extent as those of the directly affected Party; and 13.2.3 any costs arising from that delay will be borne by the Party incurring the same. (b) The 13.3 Where the period of delay or non-performance continues for a period of 14 Working Days with no further sign of any change in the Affected Party's obligationsforeseeable future after that period, to the extent Party not directly affected by the Force Majeure Eventevent or circumstance may terminate this Contract on immediate written notice to the directly affected Party. 13.4 Subject to the following and for the purposes of this Clause 13, shall whilst an event can be suspended beyond the reasonable control of either Party if such event is ongoing or is contemplated by the Parties at the Effective Date, or becomes foreseeable by either Party during the period that Term (which can include global pandemic, national epidemic and related government action and restrictions on movements of natural persons) the Force Majeure Event persists. (c) The occurrence procedural requirements of any Force Majeure Event shall not relieve Sub-Clause 13.1.1will continue to apply to the Subcontractor of its obligations under the Business Continuity Plan. (d) If directly affected Party. Such event will then only be deemed a Force Majeure Event occurs and the Subcontractor has not restored where we provide written confirmation following your compliance in full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier procedural requirements of Sub-Clause 13.1.1, to ensure the smooth and seamless provision of those services to the Contractorour satisfaction. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay If either Party is rendered wholly or non- performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be partially unable to comply with all or a material part of perform its obligations under this Agreement (except an obligation to make payments hereunder) because of a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, Party shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services excused from whatever performance is affected by the Force Majeure Event to ensure continuity the extent so affected, provided that: a. the non-performing Party within fifteen (15) business days after the occurrence of service and the Subcontractor shall co-operate with the alternative supplier inability to ensure the smooth and seamless provision of those services perform due to a Force Majeure Event provides written notice to the Contractor.other Party of the particulars of the occurrence including an estimation of its expected duration and probable impact on the performance of its obligations hereunder, and continues to furnish timely regular reports with respect thereto during the period of the Force Majeure Event, except that if a Party has actual notice of a Force Majeure Event, the failure of the non-performing Party to give written notice thereof shall not be a breach of this Agreement; (f) The Affected b. the non-performing Party shall notify use its best efforts to continue to perform its obligations hereunder and to remedy its inability to so perform; c. the non-performing Party shall provide the other party in writing as soon as practicable after Party with prompt notice of the cessation of the Force Majeure Event ceases or giving rise to the excuse from performance; d. no longer causes the Affected obligations of either Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately arose prior to the occurrence of the Force Majeure Event shall be excused as a result of such occurrence; e. the burden of proof as to whether a Force Majeure Event in fact occurred shall be upon the Party claiming that a Force Majeure Event has occurred; and f. if the Force Majeure Event continues for three hundred and sixty (360) continuous days from the commencement of the Force Majeure Event, the non-performing Party shall have the right to terminate this Agreement without further liability to either Party.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)To the extent either Party is prevented by a Force Majeure Event from carrying out, neither party shall be liable to the other party for any delay in whole or non- performance of part, its obligations under this Agreement arising directly from any and such Party gives Notice and details of the following cause or causes beyond its reasonable control and unable reasonably Force Majeure Event to the other Party as detailed below, then, the Party impacted by the Force Majeure Event shall be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (excused from the Affected Party) to be unable to comply with all or a material part performance of its obligations under this Agreement to the extent impacted. As soon as practicable after commencement of a Force Majeure Event, the non-performing Party shall provide the other Party with oral notice of the Force Majeure Event, and within two (2) weeks of the commencement of a Force Majeure Event (or such longer period as reasonably required given the nature of the Force Majeure Event), provided that the Affected Party: (i) promptly notifies non-performing Party shall provide the other party Party with Notice in writing the form of a letter describing in detail the particulars of the cause of occurrence giving rise to the delay or Force Majeure Event claim and the anticipated impact on the non-performance, the likely duration of the delay or non-performance, evidence of its effect on performing Party's ability to perform its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performing Party's anticipated plan to resume full performance of the Affected Party's obligations, to the extent affected obligations impacted by the Force Majeure Event, . Seller shall be suspended not substitute Product from any other source for Xxxxx’s Share of the output of the Project during the period that the an outage resulting from a Force Majeure Event persists. (c) Event. The occurrence suspension of any Force Majeure Event shall not relieve the Subcontractor performance due to a claim of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs must be of no greater scope and of no longer duration than is required by the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor Force Majeure Event. Buyer shall not be required to paymake any payments for any Product that Seller fails to schedule, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] deliver or provide as a result of Schedule 6 (Charges) for the duration of the period commencing on the date the a Force Majeure Event occurred and ending on during the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity term of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the such Force Majeure Event.

Force Majeure Events. (a) Subject 18.2 No failure or omission by either party to Clauses 7.1 carry out or observe any of the stipulations or conditions of this Agreement shall, except in relation to obligations to make payments hereunder and 8.2(c)except as herein expressly provided to the contrary, neither give rise to any claim against the party in question or be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event or any other cause beyond the reasonable control of the party which renders their performance under this Agreement impossible. 18.3 Each party agrees to notify the other as soon as reasonably practicable upon becoming aware of a Force Majeure Event. The Authorities shall then work together in such a manner as is reasonable in the circumstances to deal with the situation and shall use all reasonable endeavours to mitigate any adverse effects on the provision of the Services and any losses arising. Each party shall be liable strive to the other party for any delay or non- performance of its continue to perform their obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by notwithstanding the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve 18.4 In the Subcontractor of event that a party is unable to fulfil its obligations under the Business Continuity Plan. (d) If during and/or following a Force Majeure Event occurs the obligations hereunder of such party shall be suspended. The party whose obligations have been suspended as aforesaid shall give notice of such suspension as soon as reasonably possible to the other party, stating the start date and anticipated duration of such suspension and the Subcontractor has not restored full cause thereof. A party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party when these are resumed. 18.5 Subject to any other provision within this agreement providing otherwise, each party shall bear its own costs in writing as soon as practicable after the rectifying a Force Majeure Event ceases or no longer causes Event. Neither party shall be entitled to bring to the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, other party a claim for a breach of this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the or any liability incurred or any losses or damages arising from a Force Majeure Event. 18.6 Where a Force Majeure Event has a material effect on the provision of all or any significant part of the Services for more than 45 days then either party shall be entitled to terminate this Agreement in relation to the part of the Services affected by giving not less than 45 days prior written notice to the other.

Force Majeure Events. (a) Subject If either Party is prevented from performing any of its obligations hereunder due to Clauses 7.1 and 8.2(c)any cause which is beyond the non-performing Party’s reasonable control, neither party shall be liable to the including fire, explosion, flood, or other party for acts of God; acts, regulations, or laws of any government; war or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common Carriers, riots, arrests of people, terrorist actions, rebellion or sabotage, failure of fuel or water supply or ice, lightning, epidemic, hydro electric power failures, or any delay or non- performance failure by a Governmental Authority to issue any relevant permit or order not caused by the act or omission of its obligations under the Party (a “Force Majeure Event”), such non-performing Party shall not be liable for breach of this Agreement arising directly from with respect to such non-performance to the extent any of the following cause or causes beyond its reasonable control and unable reasonably such non-performance is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event. The non-performing Party is required to provide immediate written notice to the other Party of the Force Majeure Event. Such non-performance will be excused for three months under these conditions or as long as such event shall be continuing (whichever occurs sooner), provided that the Affected Party: (i) promptly notifies non-performing Party gives immediate written notice to the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event. Furthermore, such non-performing Party shall exercise all commercially reasonable efforts to eliminate the Force Majeure Event and to resume performance of its affected obligations as soon as practicable. If Manufacturer has a Force Majeure Event that remains unresolved after ninety (90) days, then Buyer may choose, but shall not be obligated, to terminate the Agreement with such termination to be effective thirty (30) days following Manufacturer’s receipt of written notice from Buyer of such termination, without payment of any penalty, except for any payment owed and outstanding to Manufacturer at said date or for any Raw Materials or other Materials ordered at request of Buyer during said period and reimbursement for any outstanding payment of the ***.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to 13.1 If either Party is prevented or delayed in the other party for any delay or non- performance of its obligations to the other by a Force Majeure Event (“Affected Party”) it shall forthwith give written notice to the other Party specifying the period for which it believes that such prevention or delay shall continue. The Affected Party shall, subject to Clause 13.4, be excused from the performance of its obligations from the date of such notice for the period for which such prevention or delay continues. 13.2 Notwithstanding Clause 13.1, and to the extent the Supplier receives from the owner or operator of any transmission or Distribution System through which electricity is supplied to the Supply Point monies in respect of loss suffered by the Customer, the Supplier shall account to the Customer for the amount so received less any reasonable costs and expenses incurred by the Supplier in connection therewith. 13.3 If a Force Majeure Event occurs then, as soon as practicable following notice being given under Clause 13.1, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree whatever action is needed to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement arising directly Agreement. 13.4 An Affected Party cannot claim relief pursuant to this Clause 13: 13.4.1 if the relevant Force Majeure Event results from any wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply ; 13.4.2 if the relevant Force Majeure Event results from a failure or delay by any other person in the performance of that other person's obligations under a contract with all the Affected Party (unless that other person is itself prevented from or a material part of delayed in complying with its obligations under this Agreement (as a result of an event which is equivalent to a Force Majeure Event), provided ; or 13.4.3 to the extent that the Affected Party: Party does not use all reasonable endeavours (i) promptly notifies the other party in writing including, without limitation, carrying out all of the cause of the delay or non-performancethose actions agreed pursuant to Clause 13.3), the likely duration of the delay or non-performanceand Good Industry Practice, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice Force Majeure Event and to overcome or minimise continue to perform the effect relevant obligation notwithstanding the existence of the delay or non-performance on the other partyForce Majeure Event. (b) 13.5 The performance obligations of the Affected Party's obligations, Parties under this Agreement shall not be suspended under this Clause 13 in relation to the extent Supply Points that are not affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to 14.1 If either Party is prevented or delayed in the other party for any delay or non- performance of its obligations to the other by a Force Majeure Event (“Affected Party”) it shall forthwith give written notice to the other Party specifying the period for which it believes that such prevention or delay shall continue. The Affected Party shall, subject to Clause 14.4, be excused from the performance of its obligations from the date of such notice for the period for which such prevention or delay continues. 14.2 Notwithstanding Clause 14.1, and to the extent the Supplier receives from the owner or operator of any transmission or Distribution System through which natural gas is supplied to the Supply Point monies in respect of loss suffered by the Customer, the Supplier shall account to the Customer for the amount so received less any reasonable costs and expenses incurred by the Supplier in connection therewith. 14.3 If a Force Majeure Event occurs then, as soon as practicable following notice being given under Clause 14.1, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree whatever action is needed to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement arising directly Agreement. 14.4 An Affected Party cannot claim relief pursuant to this Clause 14: 14.4.1 if the relevant Force Majeure Event results from any wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply ; 14.4.2 if the relevant Force Majeure Event results from a failure or delay by any other person in the performance of that other person's obligations under a contract with all the Affected Party (unless that other person is itself prevented from or a material part of delayed in complying with its obligations under this Agreement (as a result of an event which is equivalent to a Force Majeure Event), provided ; or 14.4.3 to the extent that the Affected Party: Party does not use all reasonable endeavours (i) promptly notifies the other party in writing including, without limitation, carrying out all of the cause of the delay or non-performancethose actions agreed pursuant to Clause 14.3), the likely duration of the delay or non-performanceand Good Industry Practice, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice Force Majeure Event and to overcome or minimise continue to perform the effect relevant obligation notwithstanding the existence of the delay or non-performance on the other partyForce Majeure Event. (b) 14.5 The performance obligations of the Affected Party's obligations, Parties under this Agreement shall not be suspended under this Clause 14 in relation to the extent Supply Points that are not affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party 1. Neither Party shall be liable to the other party for any delay or non- breach in the performance of its obligations under this Agreement arising directly from any part of the following cause Contract in the event that such delay or causes breach is caused beyond its reasonable control and unable reasonably to be planned for control. usually, including natural disaster, strike or avoided: other industrial disturbance, act of Goda public enemy, declaration or not of war, threat of war, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargoblockade, riot or sabotage which directly causes , revolution, lack of transportation, epidemics, shortage of raw materials, personnel disturbances, public demonstrations, government restrictions, and climate disasters (all referred to as “Force Majeure Events” ). 2. If either party (the Affected Party) to be Party is unable to comply with all or a material part of perform its obligations under this Agreement (Contract due to a Force Majeure Event), provided that this Contract will remain in full force and effect unless otherwise stated, the Affected Party: (i) promptly notifies the other party in writing obligations of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent Parties are affected by the Event of Force Majeure. The Force Majeure Event, Event shall be suspended suspend payment without incurring liability for a period of time during the period that occurrence of the Force Majeure Event persists.provided that: (ca) The occurrence of any Party that fails to perform the Contract shall immediately provide the other Party with a notice describing the Force Majeure Event shall not relieve including the Subcontractor nature of the event, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs expected time and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required reasonable time to pay, and the Subcontractor shall not be entitled continue to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) provide periodic reports relating to it for the duration of the period commencing on Force Majeure Event; and (b) the date suspension of the Contract performance beyond the scope and term of the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed.Event; and (ec) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity no obligations of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected any Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately arising prior to the occurrence of the Force Majeure Event leading to the suspension of performance of the Contract, delayed as a result of the Force Majeure Event; and (d) The non-performing party shall endeavor to remedy its suspension as quickly as possible; and (e) The Party that fails to perform the Contract shall notify the other Party as soon as reasonably practicable after the Force Majeure Event has ceased. 3. Notwithstanding the foregoing, if the Force Majeure Event lasts more than fifteen (15) calendar days, the other Party shall have the right to terminate this contract by giving written notice to the Affected Party by Events of force majeure.

Force Majeure Events. (a) 19.1 Subject to Clauses 7.1 and 8.2(c)19.2 to 19.6, neither party each Party shall be liable to the other party relieved from liability for any delay or non- non-performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control and unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Partymake payment) to be unable the extent that it is not able to comply with perform such obligations by reason of a Force Majeure Event. 19.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or has not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under this AgreementClause 19.2(a). 19.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. Following that notification, this Agreement Such notification shall continue give sufficient details to identify the particular event claimed to be performed a Force Majeure Event and shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including the date of occurrence of the Force Majeure Event, the effect of the Force Majeure Event on the ability of the affected Party to perform, the action being taken in accordance with Clause 19.2(a) and an estimate of the period of time required to overcome the effects of the Force Majeure Event. The affected Party shall provide the other Party with any further information it receives or becomes aware of which relates to the Force Majeure Event and provide an update on the estimate of the period of time required to overcome its effects. 19.4 The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed (performance to continue on the terms existing immediately prior to the occurrence of the Force Majeure Event). 19.5 As soon as practicable following the notification described in Clause 19.3, the Parties shall use all reasonable endeavours to agree appropriate terms or modifications to the Implementation Programme to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement. 19.6 If no such terms or modifications are agreed on or before the date falling three months after the date of the commencement of the Force Majeure Event and such Force Majeure Event is continuing or its effects remain, then either Party may terminate this Agreement with immediate effect by written notice to the other Party. Upon termination the provisions of Clause 22 shall apply.

Force Majeure Events. (a) Subject If a Force Majeure Event is the material contributing cause of a Party’s failure to Clauses 7.1 and 8.2(c)perform any of its obligations hereunder, neither party shall be liable such obligations, after notification by such Party to the other party Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof: (i) Investors shall continue to pay for any delay such Services that Provider is unable to perform due to such Force Majeure Event, (ii) Provider shall, without any additional payment (other than the Annual Service Fees otherwise due Provider for such Services), engage an alternate provider, on an interim basis subject to Section 11.5 (Termination for Force Majeure Events), to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; (iii) Investors shall be entitled to a share of Provider’s resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or non- performance greater than that of Provider’s similarly-situated customers; and (iv) Investors shall have the right to terminate this Agreement in accordance with the terms of Section 11.5 (Termination for Force Majeure Events) hereof . Both Parties shall use commercially reasonable efforts to minimize delays that occur due to a Force Majeure Event. Other than as set forth above, neither Party shall be excused from those obligations not affected by a Force Majeure Event (including disaster recovery services unless also affected by such Force Majeure Event), and if the Force Majeure Event is predominantly caused by either Party’s failure to comply with any of its obligations under this Agreement arising directly or by either Party’s negligence or omission, there shall be no relief from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected that Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its ’s obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject Except as expressly provided in this Agreement, if a Force Majeure Event is the material cause of a Party’s failure to Clauses 7.1 and 8.2(c)perform any of its obligations hereunder, neither party shall be liable such obligations, after notification by such Party to the other party Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Contractor being unable to perform during any period any or all of the Services in accordance with the terms hereof, the County shall: (i) not be required to pay for any delay such Services that Contractor is unable to perform; (ii) be entitled, without the payment of the fees described in Section 17.2.1, to engage an alternate provider, on an interim basis, to perform the Services that Contractor is unable to perform as a result of such Force Majeure Event; (iii) be entitled to a share of Contractor’s resources devoted to returning Contractor to full performance of all Services hereunder, that is equal to or non- performance greater than the share of such resources that Contractor allocates to other of its customers with whom it has agreements that are similar to this Agreement; and (iv) have the right to terminate this Agreement in accordance with the terms of Section 17.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Contractor shall in no event be excused from those obligations not directly affected by a Force Majeure Event, and if the Force Majeure Event is caused by Contractor’s failure to comply with any of its obligations under this Agreement arising directly or by Contractor’s negligence or omission, there shall be no relief from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notificationIn addition, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence notwithstanding any of the above, Contractor shall be obligated to provide the disaster recovery services as set forth in Schedule 4.3 at all times without regard to any Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)To the extent either Party is prevented by a Force Majeure Event from carrying out, neither party shall be liable to the other party for any delay in whole or non- performance of part, its obligations under this Agreement arising directly from any and such Party gives Notice and details of the following cause or causes beyond its reasonable control and unable reasonably Force Majeure Event to the other Party as detailed below, then, the Party impacted by the Force Majeure Event shall be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (excused from the Affected Party) to be unable to comply with all or a material part performance of its obligations under this Agreement (for the period during which its performance is impacted. As soon as practicable after commencement of a Force Majeure Event), provided that the Affected Party: (i) promptly notifies non-performing Party shall provide the other party in writing Party with oral notice of the cause Force Majeure Event, and within two (2) weeks of the delay or commencement of a Force Majeure Event, the non-performance, performing Party shall provide the likely duration other Party with Notice in the form of a letter describing in detail the particulars of the delay or occurrence giving rise to the Force Majeure Event claim and the anticipated impact on the non-performance, evidence of its effect on performing Party's ability to perform its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performing Party's Plan to resume full performance of the Affected Party's obligations, to the extent affected obligations impacted by the Force Majeure Event, . Seller shall be suspended not without the prior written consent of Buyer substitute Buyer’s Product from any other source for the output of the Project during the period that the an outage resulting from a Force Majeure Event persists. (c) Event. The occurrence suspension of any Force Majeure Event shall not relieve the Subcontractor performance due to a claim of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs must be of no greater scope and of no longer duration than is required by the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor Force Majeure Event. Buyer shall not be required to paymake any payments for any Buyer’s Product that Seller fails to schedule, and deliver or provide as a result of a Force Majeure Event during the Subcontractor shall not term of such Force Majeure Event. This Agreement may be entitled terminated by either Party with no further obligation to charge, for the fees specified in paragraph [] other Party if such Force Majeure Event prevents the performance of Schedule 6 (Charges) for the duration a material portion of the period commencing on obligations hereunder and such Force Majeure Event is not resolved and full performance resumed within one hundred eighty (180) days after the date commencement of such Force Majeure Event; provided, however, if the Force Majeure Event occurred occurs after the Commercial Operation Date and ending on Seller is the date full and uninterrupted Services are resumed. non-performing Party, Seller shall have up to ninety (e90) The Contractor may instruct an alternative supplier to provide the services affected by the days following such Force Majeure Event to ensure continuity obtain a report from an independent, third party engineer stating whether the Project is capable of service being repaired or replaced within fifteen (15) additional months or less from the date of the report and provide Buyer a copy of the engineer’s report, at no cost to Buyer. If such engineer’s report concludes that the Project is capable of being repaired or replaced within such fifteen (15) month period and Seller undertakes and continues such repair or replacement with due diligence, then Buyer shall not have the right to terminate this Agreement pursuant to this Section 16.1 until the expiration of the period deemed necessary by the engineer’s report (not to exceed fifteen (15) months), after which time, Buyer may terminate this Agreement by Notice to Seller unless the Project has been repaired or replaced, as applicable, and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth Seller has resumed and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with is satisfying its performance obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) 14.1 Subject to Clauses 7.1 clause 14.2 and 8.2(c)clause 14.3, neither party each Party shall be liable to the other party relieved from liability for any delay or non- performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control and unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Partymake payment) to the extent that it is not able to perform such obligations by reason of a Force Majeure Event. Network Rail shall be unable entitled to comply with a change to the Construction Completion Date and the Liquidated Damages Payment Date to reflect an extension of time properly awarded under any contracts between the Customer and any contractor carrying out the Works in respect of a Force Majeure Event. 14.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or have not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under clause 14.2(a). 14.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed 7 This definition should relate to when the Customer and Network Rail agree that relevant criteria should have been satisfied to prevent the Customer incurring losses. It is anticipated that in normal circumstances this Agreementwill be the Construction Completion Date, but this may not always be the case. Following that notification, this Agreement shall (performance to continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event).

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party 24.1 Neither Party shall be liable entitled to bring a claim for a breach of obligations under this Agreement by the other Party (the "Affected Party") or incur any liability to the other party Affected Party for any delay Loss incurred by the Affected Party to the extent that a Force Majeure Event occurs and the Affected Party is delayed or non- performance prevented from carrying out obligations by that Force Majeure Event. 24.2 Where the Affected Party is the Contractor, none of the following events and circumstances shall be regarded as a Force Majeure Event that relieves liability under this Clause 24: 24.2.1 an event to the extent it is capable of being mitigated by any of the Services (including any Services provided pursuant to any BC/DR Plan); 24.2.2 a failure by a Sub-Contractor to perform any obligation owed to the Contractor unless and to the extent that the failure is directly caused by a Force Majeure Event directly affecting that Sub-Contractor and the Sub-Contractor has failed to take steps to mitigate a Force Majeure Event; 24.2.3 an event or circumstance caused by a Default by the Contractor, a Sub- Contractor or Contractor Personnel; 24.2.4 an event or circumstance attributable to the Contractor's wilful act, neglect or failure to take reasonable precautions against the relevant event; or 24.2.5 an event or circumstance whose effect is such that a prudent provider of services similar to the Services, operating to the standards required by this Agreement and subject to reasonable commercial considerations (taking into account its obligations under this Agreement arising directly from any Agreement), could have foreseen and prevented or avoided the consequences of the following cause such event or causes beyond its reasonable control and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (circumstance. 24.3 If a Force Majeure Event), provided that Event causes the Affected Party: (i) promptly notifies Contractor to allocate limited resources between the other party in writing of the cause of the delay or non-performanceContractor's customers, the likely duration Contractor shall not (and shall ensure that its Affiliates shall not) give any other person priority over the Authority in the allocation of these resources. 24.4 The Parties shall at all times following the delay or non-performance, evidence occurrence of its effect on its obligations a Force Majeure Event use all reasonable endeavours to prevent and details of the action it proposes to take to mitigate the effect effects of any delay and the delay or non- performance; and (ii) takes Contractor shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence consequences of the Force Majeure Event.

Force Majeure Events. A Force Majeure shall include, without limitation, the following: a. war, hostilities, or warlike operations (a) Subject to Clauses 7.1 and 8.2(cwhether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; b. strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; c. earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; 16.2.1 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. 16.2.2 The party who has given such notice shall be liable to excused from the other party for any delay performance or non- punctual performance of its obligations under this Agreement arising directly from any the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. 16.2.3 The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the following cause event of Force Majeure upon its or causes beyond their performance of the Contract and to fulfill its reasonable control and unable reasonably or their obligations under the Contract, but without prejudice to be planned for either party’s right to terminate the Contract under Clause 16. 16.2.4 No delay or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage which directly causes non-performance by either party (to this Contract caused by the Affected Party) to be unable to comply with all or a material part occurrence of its obligations under this Agreement (a any event of Force Majeure Event), provided that the Affected Partyshall: (ia) promptly notifies the other party in writing constitute a default or breach of the cause of Contract; (b) give rise to any claim for damages or additional cost or expense occasioned by the delay or non-performance, if, and to the likely duration of the delay or non-performanceextent that, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (b) The 16.2.5 If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. 16.2.6 In the Force Majeure Eventevent of termination pursuant to Clause 16, the rights and obligations of the Purchaser and the Supplier shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees as specified in paragraph [] of Schedule 6 (Charges) for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date full and uninterrupted Services are resumedclause titled Termination. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.