Common use of Force Majeure Termination Clause in Contracts

Force Majeure Termination. (a) Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other Party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement reasonably due to Force Majeure. (b) If either Party’s performance of its obligations under this Agreement is affected by an event of Force Majeure, then: (i) it shall give written notice to the other Party, specifying the nature and extent of the event of Force Majeure, within ten days after becoming aware of the event of Force Majeure; (ii) performance of such obligation(s) shall be deemed suspended but only for a period equal to the delay reasonably caused by such event; (iii) it shall not be entitled to payment from the other Party in respect of extra costs and expenses incurred by virtue of the event of Force Majeure; (iv) the Time(s) for Completion shall be extended to take into account such delay; and (v) within five days of the cessation of any Force Majeure event, the Party affected thereby shall submit a written notice to the other Party, specifying the actual duration of the delay of its obligations caused by the event of Force Majeure and the consequences resulting from such delay, and submit a specific plan to minimize and mitigate those consequences. (c) The affected Party shall use all reasonable diligence in accordance with Good Industry Practice to mitigate the cause and the result of an event of Force Majeure and to remedy the situation and resume its obligations under this Agreement, including complying with any instructions from the City, as to how to do so. (d) Notwithstanding the obligations of a Party affected by an event of Force Majeure pursuant to Sections 12.1(b) and 12.1(c), if the event of Force Majeure renders it impossible or impractical for the Supplier to provide the Supply in accordance with this Agreement for a period of at least <🖮45> days, the City may terminate this Agreement upon notice delivered to the Supplier at any time following the expiration of such period of <🖮45> days.

Force Majeure Termination. (a) Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other Party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement reasonably due to Force Majeure. (b) If either Party’s performance of its obligations under this Agreement is affected by an event of Force Majeure, then: (i) it shall give written notice to the other Party, specifying the nature and extent of the event of Force Majeure, within ten days after becoming aware of the event of Force Majeure; (ii) performance of such obligation(s) shall be deemed suspended but only for a period equal to the delay reasonably caused by such event; (iii) it shall not be entitled to payment from the other Party in respect of extra costs and expenses incurred by virtue of the event of Force Majeure; (iv) the Time(s) for Completion shall be extended to take into account such delay; and (v) within five days of the cessation of any Force Majeure event, the Party affected thereby shall submit a written notice to the other Party, specifying the actual duration of the delay of its obligations caused by the event of Force Majeure and the consequences resulting from such delay, and submit a specific plan to minimize and mitigate those consequences. (c) The affected Party shall use all reasonable diligence in accordance with Good Industry Practice to mitigate the cause and the result of an event of Force Majeure and to remedy the situation and resume its obligations under this Agreement, including complying with any instructions from the City, as to how to do so. (d) Notwithstanding the obligations of a Party affected by an event of Force Majeure pursuant to Sections 12.1(b) and 12.1(c), if the event of Force Majeure renders it impossible or impractical for the Supplier to provide the Supply in accordance with this Agreement for a period of at least <🖮4455> days, the City may terminate this Agreement upon notice delivered to the Supplier at any time following the expiration of such period of <🖮4545> days.

Force Majeure Termination. (a) Neither Party After the Commercial Operation Date, Buyer shall be deemed have the right, but not the obligation, to be in breach terminate this Agreement, if the Project fails to generate and deliver at least thirty percent (30%) of the Contract Quantity to the Delivery Point for a period of twelve (12) consecutive rolling months following a Force Majeure event that materially and adversely impacts the Project (“Force Majeure Project Failure”) and Buyer has notified Seller of such failure; provided that if Seller within forty-five (45) days of receipt of Notice from Buyer regarding the Force Majeure Project Failure, presents Buyer with a plan for mitigation of the effect of the Force Majeure within a period not to exceed six (6) months from above-mentioned Notice date, which plan is commercially reasonable and satisfactory to Buyer, as evidenced by Buyer’s written acknowledgement of such plan, then Buyer shall not have the right to terminate this Agreement or otherwise liable pursuant to this Section 11.3(a) until the other Party in any manner whatsoever for any failure or delay in performing expiration of the additional period deemed necessary by Seller to repair the Project (not to exceed six (6) months); further provided that Seller diligently pursues such mitigation plan throughout said additional period, and after which time Buyer may terminate unless the Project has been repaired, and the Seller has resumed and is satisfying its performance obligations under this Agreement reasonably due to Force MajeureAgreement. (b) If either Party’s performance of its obligations under this Agreement is affected by an event of Force MajeureAfter the Commercial Operation Date, then: (i) it Buyer shall give written notice have the right, but not the obligation, to the other Party, specifying the nature and extent of the event of Force Majeure, within ten days after becoming aware of the event of Force Majeure; (ii) performance of such obligation(s) shall be deemed suspended but only for a period equal to the delay reasonably caused by such event; (iii) it shall not be entitled to payment from the other Party in respect of extra costs and expenses incurred by virtue of the event of Force Majeure; (iv) the Time(s) for Completion shall be extended to take into account such delay; and (v) within five days of the cessation of any Force Majeure event, the Party affected thereby shall submit a written notice to the other Party, specifying the actual duration of the delay of its obligations caused by the event of Force Majeure and the consequences resulting from such delay, and submit a specific plan to minimize and mitigate those consequences. (c) The affected Party shall use all reasonable diligence in accordance with Good Industry Practice to mitigate the cause and the result of an event of Force Majeure and to remedy the situation and resume its obligations under this Agreement, including complying with any instructions from the City, as to how to do so. (d) Notwithstanding the obligations of a Party affected by an event of Force Majeure pursuant to Sections 12.1(b) and 12.1(c), if the event of Force Majeure renders it impossible or impractical for the Supplier to provide the Supply in accordance with this Agreement for a period of at least <🖮45> days, the City may terminate this Agreement upon notice deliveredif the Project is destroyed or rendered inoperable by a Force Majeure caused by a catastrophic natural disaster; provided that Seller shall have up toninety (90) days following such Force Majeure event to obtain a report from an independent, third party engineer stating whether the SupplierProject is capable of being repaired or replaced within twenty- four (24) additional months or less from the date of the report and provide Buyer a copy of the engineer’s report, at any time followingno cost to Buyer; provided further that if such engineer’s report concludes that the Project is capable of being repaired or replaced within such twenty-four (24) 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 11.3(b) until the expiration of suchthe period of <🖮45> daydeemed necessary by the engineer’s report (not to exceed twenty-fours.