Common use of Force Majeure Clause in Contracts

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Neither Party shall not be considered to be responsible for any delay or failure in default or breach performance of any part of this AgreementAgreement (other than obligations to make money payments, reimbursements or issue credits) resulting from any cause beyond the reasonable control of such Party, including acts of nature, acts of God, acts of civil or military authority, any law, order, regulation or ordinance of any government or legal body, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, power blackouts, or unusually severe weather. If a Force Majeure Event shall occur, the Party affected shall give prompt notice to the other Party of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof and/or be excused from such performance (and the other Party shall likewise be excused from performance or liability for damages of its obligations to the other extent such Party’s obligations related to the performance so interfered with). The affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the Parties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. In the event of any such excused delay in the performance of a Party’s obligation(s) under this Agreement, if the due date for the performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay and by a reasonable amount of time required to reconstruct network infrastructure or of the components thereof. Upon the elimination of the delaying condition and to the extent it the delaying condition was equally applicable to its own operations, the delaying Party shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of perform its obligations in any greater scope at a performance level no less than that which it uses for its own operations. In the event of such performance delay or for any longer duration than is required failure by CBT caused by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure force majeure event, remedy its inability CBT agrees to performresume performance in a nondiscriminatory manner, and resume full performance CBT agrees not to favor its own restoration of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice Telecommunications Services above that of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementCLEC.

Force Majeure. A (a) Delay in, or failure of, a Party to carry out the duties, undertakings or obligations imposed on that Party pursuant to this Agreement shall not be considered deemed to be a breach under this Agreement if such delay or failure results from an event of Force Majeure. (b) The Party alleging a Force Majeure event shall notify the other Party in default writing within three (3) days of obtaining knowledge of the occurrence of the Force Majeure circumstance. If the event of Force Majeure may have a negative impact on Client care, notice shall be provided as soon as the event of Force Majeure is known to the Service Provider. The notice shall include a report containing particulars of the Force Majeure including the anticipated duration thereof and assurances that reasonable action is, or breach shall be, taken to avoid or minimise its effects and the obligations under this Agreement that will be affected by the event. (c) In every case the Party alleging a Force Majeure event shall take reasonable action and undertake reasonably necessary measures to resume as soon as reasonably possible, the performance of its duties, undertakings and obligations under this Agreement affected by the Force Majeure event. (d) Neither Party shall be liable for failure to perform any of its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be its performance is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a Force Majeure event does not include an act event. The occurrence of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove not release the condition that prevents performance and affected Party from its obligations hereunder, but shall not be entitled to merely suspend the performance of its obligations in any greater scope obligation so prevented, hindered or for any longer duration than is required by delayed during the period of continuance of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering . (e) If a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified results in the Notice of Force Majeure Event, Service Provider being unable to perform the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Services for a period of more than 90 days from the date of the Notice of Force Majeure Eventtime that AHS considers, the Non-Affected Party shall be entitled, at in its sole discretion, to be unreasonable given the nature of the Services, AHS shall have the right to terminate the Agreementthis Agreement on twenty-four (24) hours notice without any cost, penalty or process of law.

Force Majeure. A (a) Delay in, or failure of, a Party to carry out the duties, undertakings or obligations imposed on that Party pursuant to this Agreement shall not be considered deemed to be a breach under this Agreement if such delay or failure results from an event of Force Majeure. (b) The Party alleging a Force Majeure event shall notify the other Party in default writing within three (3) days of obtaining knowledge of the occurrence of the Force Majeure circumstance. If the event of Force Majeure may have a negative impact on patient care, notice shall be provided as soon as the event of Force Majeure is known to the Operator. The notice shall include a report containing particulars of the Force Majeure including the anticipated duration thereof and assurances that reasonable action is, or breach shall be, taken to avoid or minimise its effects and the obligations under this Agreement that will be affected by the event. (c) In every case the Party alleging a Force Majeure event shall take reasonable action and undertake reasonably necessary measures to resume as soon as reasonably possible, the performance of its duties, undertakings and obligations under this Agreement affected by the Force Majeure event. (d) Neither Party shall be liable for failure to perform any of its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be its performance is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a Force Majeure event does not include an act event. The occurrence of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove not release the condition that prevents performance and affected Party from its obligations hereunder, but shall not be entitled to merely suspend the performance of its obligations in any greater scope obligation so prevented, hindered or for any longer duration than is required by delayed during the period of continuance of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering . (e) If a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified results in the Notice of Force Majeure Event, Operator being unable to perform the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Services for a period of more than 90 days from the date of the Notice of Force Majeure Eventtime that AHS considers, the Non-Affected Party shall be entitled, at in its sole discretion, to be unreasonable given the nature of the Services, AHS shall have the right to terminate the Agreementthis Agreement on twenty-four (24) hours notice without any cost, penalty or process of law.

Force Majeure. A 18.1 Neither Party shall not be considered to be a Defaulting Party under this Agreement or responsible in default tort, strict liability, contract or breach of this Agreement, and shall be excused from performance or liability for damages other legal theory to the other Party, if and to Party for damages of any description for any event or circumstance which causes any interruption or failure of service or deficiency in the extent it shall be delayed in quality or prevented from performing or carrying out any quantity of the provisions of this Agreement, arising out of or from any act, omissionservice, or circumstance any other failure to perform if such failure: (i) is not caused by the affected Party’s fault or in consequence negligence; (ii) is caused by one or more events, conditions, or circumstances beyond the Party's reasonable control and; (iii) that by exercise of any act of Godreasonable diligence the Party is unable to prevent or overcome, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fireincluding without limitation, storm, flood, icelightning, earthquake, explosion, epidemiccivil disturbance, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controllabor dispute, including any curtailmentsabotage, orderwar, regulationinsurrection, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence God or Intentional Wrongdoing by the public enemy, action of a Partycourt, public authority or ISO-NE (a "Force Majeure" event). Any Notwithstanding the foregoing, economic hardship of either Party claiming shall not constitute a Force Majeure event shall use reasonable diligence under this Agreement. Any obligation to remove the condition that prevents performance and shall pay an amount otherwise owed may not be entitled excused by Force Majeure. 18.2 If either Party is rendered wholly or partly unable to suspend performance of perform its obligations in any hereunder because of Force Majeure as defined above, that Party shall be excused from whatever performance is affected by the Force Majeure to the extent so affected, provided that: A. The non-performing Party will, as soon as practicable after the occurrence of Force Majeure, give the other Party written notice describing the particulars of the occurrence, B. The suspension of performance shall be of no greater scope or for any and of no longer duration than is reasonably required by the Force Majeure event. Each Majeure, and C. The non-performing Party shall use its best efforts due diligence to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A The non-performing Party suffering a Force Majeure event (“Affected Party”) shall notify inform the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying when it expects to remove the cause of the eventcause, the scope of commitments under the Agreement affected by the eventif possible, and a good faith estimate of the time required what steps it is taking to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementcure.

Force Majeure. A Party (a) Delay in, or failure of, a party to carry out the duties, undertakings or obligations imposed on that party pursuant to this Agreement shall not be considered deemed to be a breach under this Agreement if such delay or failure results from an event of Force Majeure. (b) The party alleging a Force Majeure event shall notify the other party in default writing within three (3) days of obtaining knowledge of the occurrence of the Force Majeure circumstance. If the event of Force Majeure may have a negative impact on patient care, notice shall be provided as soon as the event of Force Majeure is known to the Operator. The notice shall include a report containing particulars of the Force Majeure including the anticipated duration thereof and assurances that reasonable action is, or breach shall be, taken to avoid or minimise its effects and the obligations under this Agreement that will be affected by the event. (c) In every case the party alleging a Force Majeure event shall take reasonable action and undertake reasonably necessary measures to resume as soon as reasonably possible, the performance of its duties, undertakings and obligations under this Agreement affected by the Force Majeure event. (d) Neither party shall be liable for failure to perform any of its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be its performance is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a Force Majeure event does not include an act event. The occurrence of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove not release the condition that prevents performance and affected party from its obligations hereunder, but shall not be entitled to merely suspend the performance of its obligations in any greater scope obligation so prevented, hindered or for any longer duration than is required by delayed during the period of continuance of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering . (e) If a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified results in the Notice of Force Majeure Event, Operator being unable to perform the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Services for a period of more than 90 days from the date of the Notice of Force Majeure Eventtime that AHS considers, the Non-Affected Party shall be entitled, at in its sole discretion, to be unreasonable given the nature of the Services, AHS shall have the right to terminate the Agreement.this Agreement on twenty-four

Force Majeure. A Party If either party of this agreement fails to perform all or part of its obligations under this agreement due to the force majeure event, the performance of this obligation shall be suspended during the period when the force majeure event hinders its performance. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration, and written information that the agreement cannot be considered performed or needs to be postponed within seven working days after the occurrence of the force majeure event. The party claiming that the force majeure event makes its performance of this agreement objectively impossible or impractical, and has the responsibility to make all reasonable efforts to eliminate or mitigate the impact of such force majeure events. In case of force majeure, both parties shall immediately decide how to implement this agreement through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, both parties shall immediately resume their respective obligations under this agreement. If the force majeure and its influence can't be terminated or eliminated, resulting in default the inability of either party to continue to perform the agreement, both parties can cancel the agreement or breach temporarily delay the performance of the agreement through negotiation, and the party suffering from the force majeure is not responsible for this. If force majeure occurs after the delay of performance, the parties concerned cannot be exempted from liability. The "Force Majeure" referred to in this Agreement refers to any event which is beyond the reasonable control of the affected party, unforeseeable or even predictable, inevitable and insurmountable, and occurs after the signing date of this Agreement, and shall be excused from making the performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by Agreement in whole or in consequence of any act of Godpart objectively impossible or impractical. Such events include, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance but are not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of to, natural disasters such Force Majeure eventas floods, remedy its inability to performfires, droughts, typhoons, earthquakes, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event social events such as wars (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventwhether declared or not), the scope of commitments under the Agreement affected by the eventmajor epidemics, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Eventunrest, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Eventstrikes, the Non-Affected Party shall be entitledgovernment actions or legal provisions, at its sole discretion, to terminate the Agreementetc.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or a. Neither party will incur any liability for damages to the other Partyif its performance of any obligation under this Contract is prevented or delayed by an event or circumstance beyond its control, if and regardless of whether it was foreseeable, that was not caused by the party who is unable to perform (the extent it shall be delayed in or prevented from performing or carrying out any of “nonperforming party”) provided the nonperforming party complies with the provisions of this Agreementsection. Causes and circumstances beyond a party’s control may include, arising out but aren’t limited to, acts of God or from any actwar, omissionchanges in controlling law, regulations, orders or circumstance by or in consequence the requirements of any act of Godgovernmental entity, labor disturbancesevere weather conditions, sabotagecivil disorders, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riotnatural disasters, fire, stormepidemics and quarantines, floodgeneral strikes throughout the trade or other labor disputes affecting either party, ice, earthquake, explosion, epidemic, breakage and freight embargoes. Causes and circumstances beyond a party’s control do not include a strike or accident to machinery other labor unrest that affects only one party or equipment an increase in prices. b. Upon identifying an event or any other cause or causes circumstance a party believes is beyond such Party’s reasonable its control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) nonperforming party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) party as soon as practicable and in writing no later than five (5) days after the date on which the nonperforming party becomes aware, or should have reasonably practicable specifying the cause of the eventbecome aware, the scope of commitments that such event or circumstance would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the Agreement affected by the eventthis Contract is prevented or delayed and (iii) if performance is delayed, and state a good faith reasonable estimate of the time required duration of the delay and all reasonable efforts being undertaken to restore full attempt performance, limit delay and limit damages. Except for those commitments identified in The nonperforming party shall have the Notice burden of Force Majeure Eventproving that such event or circumstance delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the other party may reasonably request, including providing updates regarding the event or circumstance as it is ongoing. After receipt of such notification, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date party receiving notice of the Notice event or circumstance may elect to cancel this Contract, cancel a Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the delay. c. In the event of Force Majeure Eventa declared emergency by competent governmental authorities, the Non-Affected Party shall be entitled, at its sole discretion, University by notice to terminate the AgreementContractor may suspend all or a portion of this Contract or a Purchase Order issued under this Contract.

Force Majeure. A Party shall will not be considered to be in default or breach of this AgreementAgreement or liable to the other Party for any interruption or delay in performance under this Agreement to the extent caused by an event outside of the ability of the performing Party to foresee and avoid with the exercise of commercially reasonable efforts (such an event is referred to at times as an event of “Force Majeure”). Examples of events of Force Majeure include, without limitation: natural disasters; war; acts of terrorism; government action; accident; strikes, slowdowns and shall other labor disputes; shortages in or inability to obtain material, equipment, transportation or labor; any breach, negligence, criminal misconduct or other act or omission of any third-party; fire or other insured or uninsured casualty. A Party whose performance is interrupted or delayed by an event of Force Majeure will be excused from the interruption or delay in performance or liability during the event of Force Majeure and for damages to a commercially reasonable period of additional time after the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any event of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of Force Majeure that the Party or property or equipment needs to recover from the event of others which is deemed under the Operational Control of the Party. A Force Majeure and restore performance. Notwithstanding the foregoing, a Party will only be excused for an interruption or delay in performance under this Subsection for an event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove only if the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”1) shall notify promptly notifies the other Party (“Non-Affected Party”) in writing (“Notice of the event of Force Majeure Event”) as soon as and provides information reasonably practicable specifying requested by the cause other Party regarding the event of Force Majeure, the efforts undertaken by the Party to foresee and avoid interruption or delay in its performance before the occurrence of the event, the scope of commitments under the Agreement affected by to mitigate interruption or delay in performance during the event, and a to recover from and restore performance following the event; and (2) the Party exercises commercially reasonable efforts to mitigate, recover from and restore performance following the event of Force Majeure. During, and while recovering from and restoring performance following, an event of Force Majeure, Seller will act in good faith estimate in allocating its available manufacturing capacity to supply products to Buyer under this Agreement and any products to other customers of the time required to restore full performanceSeller. Except for those commitments identified in the Notice If an event of Force Majeure Event, the Affected Party shall not be relieved of its responsibility interrupts or delays Seller from supplying a product to fully perform as to all other commitments Buyer under this Agreement in the Agreementquantities and timetable required by Buyer, Buyer may cancel any unfilled orders for the product with Seller and procure the required quantities of the product from one or more other sources until Seller has recovered from and restored its ability to perform following the event of Force Majeure. If the Force Majeure interruption or delay in the supply of a product to Buyer under this Agreement caused by an event continues for a period of more than 90 days from the date of the Notice of Force Majeure Eventhas exceeded, or is reasonably likely to exceed, thirty (30) days, Buyer may enter into longer term supply agreements or make other arrangements to procure the Non-Affected required quantities of the product from one or more other sources for a duration and on terms acceptable to Buyer in its good faith discretion. In such a circumstance, Buyer will not have to resume purchasing the product from Seller under this Agreement until Seller has recovered from and restored its ability to perform following the event of Force Majeure and the longer term agreements or other arrangements have expired or Buyer is able to end them without liability. This Subsection will not excuse nor extend a deadline by which a Party shall be entitled, at its sole discretion, to terminate the Agreementmust pay an amount owed under this Agreement or Applicable Law or by which a Party must exercise any right or remedy under this Agreement or Applicable Law.

Force Majeure. A Party Neither party shall be liable for failure to fulfill its obligations under this Agreement (other than a failure to pay money) where such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be considered to be in default circumvented by the nonperforming party through the use of alternate sources, work-around plans or breach of this Agreementother means, and shall be excused from performance if that failure is caused, directly or liability for damages to the other Partyindirectly, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementby flood, arising out of or from any actextreme weather, omissionfire, mud slide, earthquake, or circumstance by other natural calamity or in consequence of any act of God, interruption in water, electricity, heating or air conditioning (depending on the season), riots, civil disorders, rebellions or revolutions, acts of governmental agencies, quarantines, embargoes, labor disturbancedisputes affecting vendors or subcontractors and for which the party claiming force majeure is not responsible, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other similar cause beyond the reasonable control of that party (each, a “Force Majeure Event”). The occurrence of a force majeure event suffered by another customer of Contractor that may require Contractor to allocate additional resources to service that customer shall not constitute a Force Majeure Event under this Agreement that excuses Contractor’s performance hereunder or causes beyond such Party’s permits it to reallocate required resources away from the performance of this Agreement. If either party is delayed by a Force Majeure Event it shall promptly notify the other party by telephone and describe in reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon detail the property or equipment nature of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act Event (to be confirmed in writing within five calendar days after the inception of negligence or Intentional Wrongdoing by a Partysuch delay). Any Party party claiming a Force Majeure event shall Event hereunder shall: (a) use reasonable diligence efforts to remove overcome the condition that prevents performance and shall not be entitled to suspend performance effects of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall Event; (b) use its best reasonable efforts to mitigate the any effects or consequences of such Force Majeure eventEvent; and, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”c) shall promptly notify the other Party (“Non-Affected Party”) party once the Force Majeure Event has ended or its effects have otherwise been remedied. If any Force Majeure Event results in writing (“Notice a failure to deliver the Services for more than five business days after District’s initial receipt of notice, District may, upon notice to Contractor, terminate the applicable Work Order without any liability to Contractor other than payment for Services rendered prior to the occurrence of the Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A 31.1 Any non-performance or delay in performance by any Party shall not be considered hereto of any of its obligations under this Contract, or in fulfilling any condition of any License or Lease granted to be such Party, or in default meeting any requirement of the Act, the Rules or breach any License or Lease, shall, except for the payment of monies due under this AgreementContract or under the Act and the Rules or any law, and shall be excused from performance or liability for damages to the other Partyif, if and to the extent that, such non-performance or delay in performance under this Contract is caused by Force Majeure as defined in this Article. 31.2 For the purpose of this Contract, the term Force Majeure means any cause or event, other than the unavailability of funds, whether similar to or different from those enumerated herein, lying beyond the reasonable control of, and unanticipated or unforeseeable by, and not brought about at the instance of, the Party claiming to be affected by such event, or which, if anticipated or foreseeable, could not be avoided or provided for, and which has caused the non-performance or delay in performance. Without limitation to the generality of the foregoing, the term Force Majeure shall include natural phenomena or calamities, earthquakes, typhoons, fires, wars declared or undeclared, hostilities, invasions, blockades, riots, strikes, insurrection and civil disturbances but shall not include the unavailability of funds. 31.3 Where a Party is claiming suspension of its obligations on account of Force Majeure, it shall be delayed promptly, but in or prevented from performing or carrying out any no case later than seven (7) days after the occurrence of the provisions event of this AgreementForce Majeure, arising out of or from any act, omission, or circumstance by or notify the Management Committee in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act writing giving full particulars of the public enemyForce Majeure, warthe estimated duration thereof, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident the obligations affected and the reasons for its suspension. 31.4 A Party claiming Force Majeure shall exercise reasonable diligence to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited seek to those listed above upon overcome the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence and to remove mitigate the condition that prevents performance and shall not be entitled to suspend effects thereof on the performance of its obligations in any greater scope or for any longer duration than is required by under this Contract. The Party affected shall promptly notify the Management Committee as soon as the Force Majeure event. Each event has been removed and no longer prevents it from complying with the obligations which have been suspended and shall thereafter resume compliance with such obligations as soon as possible. 31.5 The Party asserting the claim of Force Majeure shall use its best have the burden of proving that the circumstances constitute valid grounds of Force Majeure under this Article and that such Party has exercised reasonable diligence and efforts to remedy the cause of any alleged Force Majeure. 31.6 Where a Party is prevented from exercising any rights or performing any obligations under this Contract due to Force Majeure, the time for the performance of the obligations affected thereby and for performance of any obligation or the exercise of any right dependent thereon, and the term of any Exploration Phase of the Exploration Period or this Contract, may be extended to the extent of Force Majeure period or by such period as may be agreed by the Management Committee. 31.7 Notwithstanding anything contained herein above, if an event of Force Majeure occurs and is likely to continue for a period in excess of thirty (30) days, the Parties shall meet to discuss the consequences of the Force Majeure and the course of action to be taken to mitigate the effects of such Force Majeure event, remedy its inability thereof or to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified be adopted in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementcircumstances.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall Each party may be excused from performance a failure to perform or liability for damages to a delay in performance, in whole or in part, in the other Partyevent of, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementthat, arising out of or from any act, omission, or circumstance by or in consequence of any act acts of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemydisease, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemicaccident, breakage flood or accident to machinery other natural catastrophe, sabotage, compliance with governmental laws or equipment regulations, change of governmental law or regulation, orders or action, national defense requirements, or any other cause event beyond the reasonable control of such party which prevents the manufacture, shipment, acceptance or causes beyond such Party’s reasonable controluse of any goods or services hereunder (each a “Force Majeure” event); provided, however, that this section is not intended to remove, excuse or otherwise ameliorate a party from the normal risks inherent in commercial contracts, including strikes or personnel disputes within the party claiming Force Majeure. Furthermore, any curtailment, order, regulation, default or restriction imposed by governmental, military non-performance of sub-contractors or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment suppliers of the Party Vendor or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing Purchaser (other than as caused by a Party. Any Party claiming a Force Majeure event suffered by such sub-contractors or suppliers) shall use not constitute an event beyond the reasonable diligence control of the Vendor. If possible under the circumstances, the Party claiming Force Majeure must take reasonable efforts to remove the condition that prevents performance and shall not be entitled to suspend performance cause of its obligations inability to perform or its delay in any greater scope or for any longer duration than is required by the performance. The Party claiming Force Majeure event. Each must give prompt written notice to the other Party shall use its best efforts to mitigate the effects of such event, specifying its nature and anticipated duration. Notwithstanding, if as a direct result of a Force Majeure event, remedy its inability either Party fails to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause carry out or observe any of the event, the scope of commitments under the Agreement affected by the event, terms and a good faith estimate conditions of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure EventOrder, the Affected Party such failure or omissions shall not be relieved deemed a breach of the Order, and the affected party’s obligations may be suspended insofar as the parties agree that performance of such obligation is impracticable. Further, the party claiming Force Majeure shall be responsible for insuring against any damage or loss incurred due to delay. Nothing in this section shall alleviate the party claiming Force Majeure for loss or damage to any goods in its responsibility to fully perform as to all other commitments in the Agreementpossession. If the Force Majeure event continues Vendor’s or Purchaser’s performance is excused or delayed for a period of more than 90 30 calendar days from the date of the Notice of Force Majeure Eventpursuant to this provision, the Non-Affected Party shall be entitledthen Purchaser may, at its Purchaser’s sole discretionoption, to terminate the AgreementAgreement by giving written notice, which termination will become effective upon receipt of such notice. If Purchaser terminates the Order, Purchaser’s sole liability will be to pay any balance due for conforming goods and services delivered by Vendor before receipt of Purchaser’s termination notice.

Force Majeure. A If any Party shall not be considered is unable to be in default carry out the whole or breach any part of its obligations under this AgreementAgreement by reason of a Force Majeure Event, and then the performance of the obligations under this Agreement of such Party as they are affected by such cause shall be excused during the continuance of the inability so caused, except that should such inability not be remedied within thirty (30) days after the date of such cause, the Party not so affected may at any time after the expiration of such thirty (30) day period, during the continuance of such inability, terminate this Agreement on giving written notice to the other Party and without payment of a termination fee or other penalty. To the extent that the Party not affected by a Force Majeure Event is unable to carry out the whole or any part of its obligations under this Agreement because a prerequisite obligation of the Party so affected has not been performed, the Party not affected by a Force Majeure Event also is excused from such performance during such period. A “Force Majeure Event” as used in this Agreement shall mean an unanticipated event that is not reasonably within the control of the affected Party or liability for damages its subcontractors (including, but not limited to, acts of God, acts of governmental authorities, strikes, war, riot and any other causes of such nature), and which by exercise of reasonable due diligence, such affected Party or its subcontractors could not reasonably have been expected to avoid, overcome or obtain, or cause to be obtained, a commercially reasonable substitute therefore. No Party shall be relieved of its obligations hereunder if its failure of performance is due to removable or remediable causes which such Party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of a Force Majeure Event shall give prompt notice of such fact to the other Party, if followed by written confirmation of notice, and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable exercise due diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to with all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementreasonable dispatch.

Force Majeure. A Party Neither party shall be liable for failure to fulfill its obligations under this Agreement (other than a failure to pay money) where such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be considered to be in default circumvented by the nonperforming party through the use of alternate sources, work- around plans or breach of this Agreementother means, and shall be excused from performance if that failure is caused, directly or liability for damages to the other Partyindirectly, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementby flood, arising out of or from any actextreme weather, omissionfire, mud slide, earthquake, or circumstance by other natural calamity or in consequence of any act of God, interruption in water, electricity, heating or air conditioning (depending on the season), riots, civil disorders, rebellions or revolutions, acts of governmental agencies, quarantines, embargoes, labor disturbancedisputes affecting vendors or subcontractors and for which the party claiming force majeure is not responsible, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other similar cause beyond the reasonable control of that party (each, a “Force Majeure Event”). The occurrence of a force majeure event suffered by another customer of Contractor that may require Contractor to allocate additional resources to service that customer shall not constitute a Force Majeure Event under this Agreement that excuses Contractor’s performance hereunder or causes beyond such Party’s permits it to reallocate required resources away from the performance of this Agreement. If either party is delayed by a Force Majeure Event it shall promptly notify the other party by telephone and describe in reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon detail the property or equipment nature of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act Event (to be confirmed in writing within five calendar days after the inception of negligence or Intentional Wrongdoing by a Partysuch delay). Any Party party claiming a Force Majeure event shall Event hereunder shall: (a) use reasonable diligence efforts to remove overcome the condition that prevents performance and shall not be entitled to suspend performance effects of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall Event; (b) use its best reasonable efforts to mitigate the any effects or consequences of such Force Majeure eventEvent; and, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”c) shall promptly notify the other Party (“Non-Affected Party”) party once the Force Majeure Event has ended or its effects have otherwise been remedied. If any Force Majeure Event results in writing (“Notice a failure to deliver the Services for more than five business days after District’s initial receipt of notice, District may, upon notice to Contractor, terminate the applicable Work Order without any liability to Contractor other than payment for Services rendered prior to the occurrence of the Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Neither Party shall not hereto will be considered to be in default or breach in the performance of this Agreementits obligations hereunder, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be that performance of any such obligation is prevented and/or delayed in by any cause, existing or prevented from performing future, beyond the control of such Party, and which by that Party’s exercise of due diligence and foresight could not reasonably have been avoided (“Impacted Party”) including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or carrying out any of the provisions of this Agreementcatastrophe(s), arising out of such as epidemics or from any act, omissionpandemics, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, explosion; (c) war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage hostilities (whether war is declared or accident to machinery not); (d) national or equipment or any regional emergencies; and (c) other cause or causes similar events beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party or property or equipment of others which is deemed under the Operational Control of the Impacted Party. A Force Majeure event does not include an act The Impacted Party shall give written notice within thirty (30) days of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Event to the other Party and the Impacted Party shall use its best diligent efforts to mitigate end the failure or delay and ensure the effects of such Force Majeure eventEvent are minimized. Upon removal of such cause, remedy the Impacted Party affected shall resume its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause possible. The Contractor’s financial inability to perform will not be deemed to be a Force Majeure Event regardless of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementsource causing such financial inability. If the Force Majeure event continues for a period of more than 90 days from Contractor is so delayed in the date timely performance of the Notice of Force Majeure EventServices, the Non-Affected Party Contractor’s sole and exclusive remedy is to request that a Change Order, Amendment, or Addendum to this Agreement be issued by the UCEDA and signed by the President of the UCEDA, permitting an extension of time to perform the Services in an amount equal to the time lost due to such delay. Such request shall be entitledbased upon written notice only, at stating the specific nature of the claim, delivered to the President of the ▇▇▇▇▇ promptly, but not later than thirty (30) days after the initial occurrence of the event giving rise to such claim. An extension of time to perform the Services may only be granted by a written Change Order, Amendment, or Addendum to this Agreement, signed by the President of the UCEDA. In no event will the UCEDA be liable to the Contractor or to its sole discretionsubcontractors, to terminate the Agreementagents, assignees, or any other person or entity for damages arising out of, or resulting from, any such delays.

Force Majeure. A Party shall a. In the event that PHA’s premises are damaged or destroyed by acts of God including but not limited to flood, earthquake, volcanic eruption, tidal wave, windstorm, hail, or should they be considered seized, or operation of or full utilization thereof be suspended, abated, prevented or impaired by reason of war, warlike operations, acts of terrorism, governmental decree, strikes, or other labor disputes, lockouts or other work stoppages (provided such are bona fide labor / management disputes) or by reason of any other condition beyond the control of the parties (but excluding the failure of either party to be pay amounts owing hereunder or to third parties when due), so as to render the premises wholly or partially untenable or unfit for use, PHA’s obligations hereunder and Carrier’s Cargo Commitment in default or breach of this Agreement, and Section 5 hereof shall be excused from performance or liability for damages to reduced on a pro-rata basis commensurate with the other Party, if and to period of force majeure. b. In the extent it shall be delayed in or prevented from performing or carrying out event of any of the provisions aforementioned force majeure events affecting Carrier’s operations, including without limitation a seamen’s strike, which prevents or impairs the movement of this Agreementvessels, arising out of or from any act, omissioncontainers, or circumstance cargo by Carrier to the Terminals, upon written notification from Carrier to PHA indicating the effective date of such force majeure event, Carrier’s Cargo Commitment in Section 5 hereof shall be reduced for Carrier on a pro-rata basis for the period of force majeure. c. Any party asserting force majeure under this Section 10 shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or in consequence of any act of Goddamages caused by foreseeable events, labor disturbancethat all non-excused obligations were substantially fulfilled, sabotage, failure of contractors or suppliers of materials, act and that the other party was timely notified of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage likelihood or accident to machinery or equipment or any other cause or causes beyond actual occurrence which would justify such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretionassertion, to terminate permit prudent actions to be taken to address the Agreementcircumstances.

Force Majeure. A Neither Party shall not be considered liable for failure to be perform ------------- or delay in default or breach of performing any obligation under this Agreement, and shall be excused from performance or liability for damages except the obligation to the other Partymake payments when due, if and such failure or delay is due to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementforce majeure, arising out of or from any actincluding, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemybut not limited to, war, invasionembargo, riot, insurrection, riot, sabotage or other civil unrest; fire, storm, flood, ice, earthquake, explosion, epidemicflood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, breakage labor, containers, or accident transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to machinery transportation; strike or equipment other labor disturbances; government restraints or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the affected party; provided, however, that the Party or property or equipment of others which is deemed under so failing to perform shall (i) as soon as possible, inform the Operational Control other Party of the Party. A Force Majeure event does not include an act occurrence of negligence the circumstances preventing or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove delaying the condition that prevents performance and shall not be entitled to suspend performance of its obligations in obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any greater scope of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for any longer duration than is required by the Force Majeure event. Each as long as such circumstances prevail and such Party shall continues to use its best efforts to mitigate recommence performance or observance whenever and to whatever extent possible without delay. In the effects event that, by operation of such Force Majeure eventlaw or governmental decree, remedy its inability it becomes illegal to perform, market and resume full performance of its obligations hereunder. A Party suffering sell a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified Product in the Notice of Force Majeure EventTerritory, the Affected Party Distributor shall not be relieved of its responsibility obligations under this Agreement (other than the obligation to fully perform as make any payment due hereunder) only to all the extent that they relate to such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other commitments Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the Agreementcircumstances caused by the force majeure. If the Force Majeure event continues for a period Parties fail to agree on such modifications within thirty (30) calendar days after notice of more than 90 the force majeure is delivered, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days from after the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementwritten notice.

Force Majeure. A Party shall not be considered Subject to be in default or breach the last sentence of this AgreementSection 20.10, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice event of a Force Majeure Event, the Affected obligations of the Parties and the time period for the performance of such obligations (other than an obligation to pay any amount hereunder) shall be extended for each day that such Party shall not be relieved is prevented, hindered or delayed in such performance during the period of its responsibility to fully perform such Force Majeure Event, except as to all other commitments expressly provided otherwise in the this Agreement. If Upon the Force Majeure event continues for occurrence of a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected affected Party shall give prompt notice of such Force Majeure Event to the other Party. If Manager is unable to perform its obligations under this Agreement due to a Force Majeure Event, or Manager reasonably deems it necessary to close and cease the Operation of all or a portion of the Managed Facility due to a Force Majeure Event in order to protect the Managed Facility or the health, safety or welfare of its guests or Managed Facility Personnel, then, subject to the provisions, terms and conditions of the Lease, Manager may close or cease Operation of all or a portion of the Managed Facility for such time and in such manner as Manager reasonably deems necessary as a result of such Force Majeure Event, and reopen or recommence the Operation of the Managed Facility when Manager again is able to perform its obligations under this Agreement, and determines that there is no unreasonable risk to the Managed Facility or health, safety or welfare or its guests or Managed Facility Personnel. Notwithstanding the foregoing, for the avoidance of doubt, neither the occurrence of a Force Majeure Event nor the taking of any action by Manager in accordance with this Section 20.10 shall (i) result in the termination or derogation of Lease Guarantor’s obligations in accordance with the terms of this Agreement in any respect, or (ii) without limiting Section 2.5 in any manner, be entitleddeemed to vitiate, at its sole discretionlimit or supersede any of the provisions, to terminate terms or conditions of the AgreementLease.

Force Majeure. A Party Except with respect to the obligation to pay amounts owing hereunder, neither LMM nor Shipper shall not be considered liable in damages or otherwise to be in default or breach of the other for inability to perform any obligation under this Agreement, and including without limitation any obligation associated with the failure to meet any deadline established herein, due to an event of Force Majeure. Without limitation of the foregoing, any deadline otherwise established by this Agreement shall be excused from extended for the same amount of time during which LMM’s or Shipper’s performance or liability for damages to (as applicable) was prevented by an event of Force Majeure. As used herein, the other Party, if and to the extent it term “Force Majeure” shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from mean any act, omission, or circumstance circumstances occasioned by or in consequence of any act Acts of God, labor disturbanceblockades, sabotageinsurrections, failure riots, epidemics, flood, washouts, landslides, mudslides, earthquakes, unusually severe weather conditions, threat of contractors or suppliers of materialshurricanes and tropical storms, act of the public enemylightning, civil disturbances, war, invasionexplosions, insurrectionmechanical failure, riot, fire, storm, flood, ice, earthquake, explosion, epidemicstructural failure, breakage of or accident to machinery machinery, line of pipe, platform or equipment ▇▇▇▇▇, the inability or failure of downstream or upstream pipelines to deliver or receive, the order of any court or governmental authority having jurisdiction or any change in any applicable regulation materially affecting the operation of the facilities or any other cause of a similar nature (provided that such order or causes beyond such Party’s reasonable controlchange in regulation was not sought or supported by the party claiming suspension), including any curtailmentwhether of the kind herein enumerated or otherwise, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon reasonably within the property or equipment control of the Party claiming suspension, not contributed to by the negligence of, willful misconduct by, or property breach of this Agreement by the party claiming suspension, and which by the exercise of due diligence such Party is unable to prevent or equipment of others which is deemed under the Operational Control of the Partyovercome. A Force Majeure event does not include an act of negligence Failure to prevent or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and settle any strike or strikes shall not be entitled considered a matter within the control of the Party claiming suspension. With regard to suspend performance the installation of its obligations in new facilities or modifications to existing facilities, delay or inability to obtain any greater scope necessary permits or for any longer duration than is required rights-of-way from a regulatory agency or landowner after an application or request by the Force Majeure event. Each Party a party shall use its best efforts be deemed to mitigate the effects of such be a Force Majeure event, remedy its inability provided that party has given reasonable notice of any planned suspension of service to perform, and resume full performance Shipper. Force Majeure shall not relieve either Party of liability in the event of its obligations hereunderconcurring negligence and shall only relieve the non-performing party from liability for failure to perform under this Agreement for so long as such party is making reasonable efforts to remedy the situation. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved relieve either party of its responsibility obligation to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the pay money due under this Agreement.

Force Majeure. A (a) Delay in, or failure of, a Party to carry out the duties, undertakings or obligations imposed on that Party pursuant to this Agreement shall not be considered deemed to be a breach under this Agreement if such delay or failure results from an event of Force Majeure. (b) The Party alleging a Force Majeure event shall notify the other Party in default writing within three (3) days of obtaining knowledge of the occurrence of the Force Majeure circumstance. If the event of Force Majeure may have a negative impact on patient care, notice shall be provided as soon as the event of Force Majeure is known to the Operator. The notice shall include a report containing particulars of the Force Majeure including the anticipated duration thereof and assurances that reasonable action is, or breach shall be, taken to avoid or minimise its effects and the obligations under this Agreement that will be affected by the event. (c) In every case the Party alleging a Force Majeure event shall take reasonable action and undertake reasonably necessary measures to resume as soon as reasonably possible, the performance of its duties, undertakings and obligations under this Agreement affected by the Force Majeure event. (d) Neither Party shall be liable for failure to perform any of its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be its performance is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a Force Majeure event does not include an act event. The occurrence of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove not release the condition that prevents performance and affected Party from its obligations hereunder, but shall not be entitled to merely suspend the performance of its obligations in any greater scope obligation so prevented, hindered or for any longer duration than is required by delayed during the period of continuance of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering . (e) If a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified results in the Notice of Force Majeure Event, Operator being unable to perform the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Services for a period of more than 90 days from time that the date of the Notice of Force Majeure EventClient considers, the Non-Affected Party shall be entitled, at in its sole discretion, to be unreasonable given the nature of the Services, the Client shall have the right to terminate the Agreementthis Agreement on twenty-four (24) hours notice without any cost, penalty or process of law.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from A. Should performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any obligation created under this Agreement become illegal or impossible by reason of: i) A strike or work stoppage, unless caused by a negligent act or omission of either Party; ii) An act of God, labor disturbancetornado, sabotagehurricane, failure flood, sinkhole, fire, explosion, landslide, earthquake, epidemic, pandemic, quarantine, pestilence, or extremely abnormal and excessively inclement weather; iii) An act of contractors or suppliers of materialsa public enemy, act of the public enemy, war, invasionterrorism, effect of nuclear radiation, blockage, insurrection, riot, firecivil disturbance, stormstate of martial law, floodor national or international calamity; iv) A declared emergency of the federal, icestate, earthquakeor local government; or v) Any other like event that is beyond the reasonable control of the non-performing party; Then the performance of any such obligation is suspended during the period of, explosionand only to the extent of, epidemicsuch prevention or hindrance, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlprovided that: vi) The non-performing party provides written notice within five (5) days of the event of force majeure, describing the event in sufficient detail, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance but not limited to those listed above upon to: the property or equipment nature of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventoccurrence, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the duration of the delay, proof of how the event has precluded the non-performing party from performing, and the means and methods for correcting the delay; and continues to furnish timely reports of all actions required for it to commence or resume performance of its obligations under this Agreement; vii) The excuse of performance is no greater in scope or duration than required by the event of force majeure; viii) No obligations of either party that arose before the force majeure are excused as a result of the event of ix) The non-performing party uses all reasonable diligence to remedy its inability to perform. B. Economic hardship of a party does not constitute an event of force majeure. A party will not be excused from performance due to forces that it could have reasonably prevented, removed, or remediated prior to, during, or immediately after their occurrence. C. The non-performing party’s affected obligations under this Agreement will be temporarily suspended during, but not longer than, the continuance of the event of force majeure and a reasonable time thereafter as may be required to restore full performancecommence or resume performance of its obligations. Except for those commitments identified in Notwithstanding the Notice of Force Majeure Eventabove, the Affected Party performance shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues excused under this Section for a period of more than 90 days from exceeding two (2) months, provided that in extenuating circumstances, the date DISTRICT may excuse performance for a longer term. D. The term of the Notice of Force Majeure Event, Agreement will be extended by a period equal to that during which the Nonnon-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementperforming party’s performance is suspended under this Section.

Force Majeure. A (a) Delay in, or failure of, a Party to carry out the duties, undertakings or obligations imposed on that Party pursuant to this Agreement shall not be considered deemed to be a breach under this Agreement if such delay or failure results from an event of Force Majeure. (b) The Party alleging a Force Majeure event shall notify the other Party in default writing within three (3) days of obtaining knowledge of the occurrence of the Force Majeure circumstance. If the event of Force Majeure may have a negative impact on patient care, notice shall be provided as soon as the event of Force Majeure is known to the Operator. The notice shall include a report containing particulars of the Force Majeure including the anticipated duration thereof and assurances that reasonable action is, or breach shall be, taken to avoid or minimise its effects and the obligations under this Agreement that will be affected by the event. (c) In every case the Party alleging a Force Majeure event shall take reasonable action and undertake reasonably necessary measures to resume as soon as reasonably possible, the performance of its duties, undertakings and obligations under this Agreement affected by the Force Majeure event. (d) Neither Party shall be liable for failure to perform any of its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be its performance is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a Force Majeure event does not include an act event. The occurrence of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove not release the condition that prevents performance and affected Party from its obligations hereunder, but shall not be entitled to merely suspend the performance of its obligations in any greater scope obligation so prevented, hindered or for any longer duration than is required by delayed during the period of continuance of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering . (e) If a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified results in the Notice of Force Majeure Event, Operator being unable to perform the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Services for a period of more than 90 days from the date of the Notice of Force Majeure Eventtime that AHS considers, the Non-Affected Party shall be entitled, at in its sole discretion, to be unreasonable given the nature of the Services, AHS shall have the right to terminate the Agreement.this Agreement on twenty-four

Force Majeure. A Party shall not Except as otherwise expressly set forth in this Agreement, neither party will have breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including, without limitation, fire, floods, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be considered declared or not), insurrections, riots, civil commotion, strikes, acts of God or acts, omissions, or delays in acting, by any governmental authority (“force majeure”). The party affected by any event of force majeure will promptly notify the other party, explaining the nature, details and expected duration of the force majeure event. Such party will also notify the other party from time to be time as to when the affected party reasonably expects to resume performance in default whole or breach in part of its obligations under this Agreement, and shall be excused from performance or liability for damages to notify the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any party of the provisions cessation of this Agreementany such event. A party affected by an event of force majeure will use its reasonable efforts to remedy, arising out of or from any act, omissionremove, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond mitigate such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of it with all reasonable dispatch. If a party anticipates that an event of force majeure may occur, such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall party will notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause party of the nature, details and expected duration of the force majeure event. Upon termination of the event of force majeure, the scope performance of commitments under any suspended obligation or duty will promptly recommence. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the Agreement affected foregoing, in no case shall an event of force majeure excuse timely payment of amounts due hereunder for Services rendered by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementManufacturer.

Force Majeure. A (a) Neither Party shall not will be considered liable for failure to be perform or delay in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and performing its obligations to the extent it shall be delayed in such failure or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance delay is caused by or in consequence resulting from fire, flood, earthquake, elements of any act nature or acts of God, labor disturbancewars, sabotageriots, failure civil disorders, rebellions or revolutions, acts of contractors or suppliers of materialsterrorism, act of the public enemypandemics, warnationalization, invasionexpropriation, currency restrictions, political risk (including, but not limited to, exchange control restrictions, confiscation, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage civil strife or accident armed hostilities) to machinery or equipment or any other cause or causes the extent beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military other facts or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the circumstances beyond such Party. A ’s reasonable control (a “Force Majeure event does Event”); provided that: (i) the non-performing Party (and such Party’s Subcontractors or Third-Party Providers, as applicable) are without material fault in causing the default or delay; (ii) the default or delay could not include an act have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of negligence alternate sources, workarounds plans or Intentional Wrongdoing other means (including, with respect to State Street, the implementation of any business continuity or disaster recovery plan required to be maintained by a Party. Any it under this Agreement or the applicable Service Module); and (iii) the non-performing Party claiming uses Commercially Reasonable Efforts to minimize the impact of such default or delay. (b) Provided that State Street has exercised reasonable care and diligence and complied with its obligations to implement its disaster recovery and business continuity plan and reasonable work-arounds to mitigate the effect of a Force Majeure event shall use Event, a Force Majeure Event will include: (i) an Industry Event; and (ii) any industry-wide strike, lockout or labor dispute involving a Party’s personnel or refusal of such Party’s employees to enter a facility that is the subject of such a labor dispute, to the extent such refusal is based upon a reasonable diligence to remove the condition that prevents performance and shall fear of harm. (c) State Street will not be entitled to suspend performance any additional payments from any BTC Recipient for costs or expenses incurred by State Street as a result of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”. (d) as soon as reasonably practicable specifying Notwithstanding the cause provisions of the eventSection 20.1(a), the scope of commitments under BTC Recipients will have the Agreement affected by the event, and a good faith estimate of the time required termination right provided in Section 7.3(a)(ii) with respect to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvents.

Force Majeure. A Party shall not be considered to be in default or breach If performance of this AgreementLease or of any obligation hereunder (other than a monetary obligation) is prevented or substantially restricted or interfered with by reason of an event of Force Majeure (as defined below), and the affected party, upon giving notice to the other party, shall be excused from such non-monetary performance or liability for damages to the other Party, if and to the extent it of and for the duration of such prevention, restriction or interference. The affected party shall be delayed in use reasonable efforts to avoid or prevented remove such causes of nonperformance and shall continue performance hereunder whenever such causes are removed. “Force Majeure” means any act or event that prevents the affected Party from performing its non-monetary obligations in accordance with this Lease, if such act or carrying event is beyond the reasonable control and not the result of the fault or negligence of the affected Party and such Party could not have overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing, Force Majeure may include without limitation the following acts or events: (i) Acts of God, including hurricanes, floods, earthquakes, and any other adverse weather conditions that are out of the ordinary for the geographic area of the Property, and which directly result in a party’s inability to perform its obligations, (ii) acts of civil disorder including acts of sabotage, acts of war, lockouts, insurrection, riots, mass protests or demonstrations, and police action in connection with or in reaction to any such acts of civil disorder, when any such acts of civil disorder directly result in a Party’s inability to perform its obligations and are not a result of such Party’s breach of any agreement, and (iii) failures resulting from fires, mechanical breakdowns of or necessities for making repairs or alterations to transformers, power lines, switching equipment, inverters, machinery, cables, meters or any of the provisions of this Agreementequipment therein or thereon, arising out of or from when any act, omission, or circumstance by or such failure directly results in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such a Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of perform its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Nonnon-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementmonetary obligations.

Force Majeure. A Party Neither party shall not be considered liable under, or deemed to be in default breach of, this Agreement or breach of an SOW for any delay or failure in performance under this Agreement, and shall be excused from performance Agreement or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out applicable SOW that is caused by any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act following events: acts of God, labor disturbancecivil or military authority, sabotage, failure of contractors or suppliers of materials, act of the public enemy, or war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage ; action taken by a government or accident to machinery public authority accidents; fires; explosions; power surges; earthquakes; floods; unusually severe weather; strikes or equipment labour disputes (excluding the affected party’s own or its subcontractors’ workforce); delays in transportation or delivery; epidemics or pandemics; terrorism or threats of terrorism; and any other cause or causes similar event that is beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A non-performing party (“Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a PartyEvent”). Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required The party affected by the Force Majeure eventEvent must diligently attempt to perform (including through alternate means). Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering During a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility parties will negotiate changes to fully perform as this Agreement in good faith to all other commitments in the Agreement. If address the Force Majeure event Event in a fair and equitable manner. If a Force Majeure Event continues for fifteen (15) days or longer, and the Customer is delayed or unable to perform under this Agreement or any SOW as a period of more than 90 days from the date result of the Notice of Force Majeure Event, then AvePoint will have the Non-Affected Party right to terminate this Agreement or the SOW, in whole or in part, upon written notice to the Customer. In the event that AvePoint is delayed or unable to perform (in particular to meet the completion date or schedule of services) under this Agreement or any SOW as a result of the Force Majeure Event, AvePoint shall inform the Customer contact of the additional time required to perform the work and the Customer contact shall work with AvePoint to adjust the schedule as agreed upon between the Parties. Any such delays shall not constitute the fault of, or a breach of this Agreement or an SOW, by AvePoint. For the avoidance of doubt, any delays caused by the Customer or otherwise attributable to the Customer which result in AvePoint’s inability to continue its performance obligations or completion of any Deliverables hereunder, may be subject to additional costs incurred by AvePoint in relation to restarting the project at a later date. Such costs and the timeline of any project restart shall be entitled, at its in AvePoint’s sole discretion, but reasonable discretion and shall be communicated to terminate the AgreementCustomer.

Force Majeure. A Neither Sellers nor Buyer shall be liable in damages or otherwise for any failure or delay in performance of any obligation hereunder, other than obligation to make payment, where such failure or delay is caused by Force Majeure, being any event, occurrence or circumstances reasonably beyond the control of, and unanticipated or unforeseeable by, and not brought about at the instance of, the Party claiming to be affected by such event, or which, in anticipated or foreseeable, could not be avoided or provided for by such Party acting reasonably, including without prejudice to the generality of the foregoing: acts of god, strikes, fires, floods, wars (whether declared or undeclared), riots, embargoes, act of terrorism, civil disturbances, disruption or breakdown of Buyers Refinery, disruption or breakdown of Seller's Facilities, restrictions imposed by any Governmental authority. In the event of Force Majeure, the affected Party shall not be considered provide a written notice promptly and in no case later than 48 hours after the occurrence of event of Force Majeure, notifying the other Party with respect to be in default the ongoing Force Majeure event, giving full particulars of the Force Majeure. The time of Sellers to make, or breach of this AgreementBuyer to receive, and delivery hereunder shall be excused from performance extended during any period in which delivery shall be delayed or liability prevented by reason of any of the foregoing causes up-to a total of 30 days. If any delivery hereunder shall be so delayed or prevented for damages more than 30 Days, either Party may terminate this Agreement with respect to such delivery upon written notice to the other Party, if . The Party asserting the claim of Force Majeure shall have the burden of proving that the circumstances constitute valid grounds of Force Majeure under this article and that such Party has exercised reasonable diligence and efforts to remedy the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence cause of any act alleged Force Majeure. In the event of GodForce Majeure, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident Parties agree to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to remedy the event of and mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice effect of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementMajeure.

Force Majeure. A Party shall a. In the event that PHA’s premises are damaged or destroyed by acts of God including but not limited to flood, earthquake, volcanic eruption, tidal wave, windstorm, hail, or should they be considered seized, or operation of or full utilization thereof be suspended, abated, prevented or impaired by reason of war, warlike operations, acts of terrorism, governmental decree, strikes, or other labor disputes, lockouts or other work stoppages (provided such are bona fide labor / management disputes) or by reason of any other condition beyond the control of the parties (but excluding the failure of either party to be pay amounts owing hereunder or to third parties when due), so as to render the premises wholly or partially untenable or unfit for use, PHA’s obligations hereunder and Carrier’s Cargo Commitment in default or breach of this Agreement, and Section 6 hereof shall be excused from performance or liability for damages to reduced on a pro-rata basis commensurate with the other Party, if and to period of force majeure. b. In the extent it shall be delayed in or prevented from performing or carrying out event of any of the provisions aforementioned force majeure events affecting Carrier’s operations, including without limitation a seamen’s strike, which prevents or impairs the movement of this Agreementvessels, arising out of or from any act, omissioncontainers, or circumstance cargo by Carrier to the Terminals, upon written notification from Carrier to PHA indicating the effective date of such force majeure event, Carrier’s Cargo Commitment in Section 6 hereof shall be reduced for Carrier on a pro-rata basis for the period of force majeure. c. Any party asserting force majeure under this Section 11 shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or in consequence of any act of Goddamages caused by foreseeable events, labor disturbancethat all non-excused obligations were substantially fulfilled, sabotage, failure of contractors or suppliers of materials, act and that the other party was timely notified of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage likelihood or accident to machinery or equipment or any other cause or causes beyond actual occurrence which would justify such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretionassertion, to terminate permit prudent actions to be taken to address the Agreementcircumstances.

Force Majeure. A 21.1. Neither Party shall not be considered to be held liable for any delay or failure in default or breach performance of any part of this AgreementAgreement from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts, strikes, work stoppage affecting a supplier or unusually severe weather conditions (individually or collectively, a “Force Majeure Event”). No delay or other failure to perform shall be excused pursuant to this §21 unless delay or failure and consequences thereof are beyond the reasonable control and without the fault or negligence of the Party claiming excusable delay or other failure to perform. If a Force Majeure Event shall occur, the Party affected shall give prompt notice to the other Party of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof or be excused from such performance depending on the nature, severity and duration of such Force Majeure Event (and the other Party shall likewise be excused from performance or liability for damages to the other Party, if and of its obligations to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited obligations relate to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Partyperformance so interfered with). A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each The affected Party shall use its best reasonable efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying avoid or remove the cause of nonperformance and the eventParties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. Subject to §3 hereof, in the event of any such excused delay in the performance of a Party's obligation(s) under this Agreement, the scope of commitments under due date for the Agreement affected by the event, and a good faith estimate performance of the original obligation(s) shall be extended by a term equal to the time required to restore full performancelost by reason of the delay. Except for those commitments identified in In the Notice event of Force Majeure Eventsuch delay, the Affected delayed Party shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure by Sprint, Sprint agrees to resume performance in a nondiscriminatory manner and not be relieved favor its own provision of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period Telecommunications Services above that of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementKMC.

Force Majeure. A Party shall not be considered to be 13.1 As used in default or breach of this Agreement, “Force Majeure” or “an event of Force Majeure” means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the exercise of due diligence, such Party is unable to prevent or overcome. By way of example, Force Majeure may include but is not limited to acts of God, fire, flood, storms, wars, hostilities, civil strife, strikes, and other labor disturbances, earthquakes, lightning, epidemics, sabotage, restraint by court order or other delay or failure in the performance as a result of any action or inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of such Party, (ii) by the exercise of reasonable foresight such Party could not reasonably have been expected to avoid and (iii) by the exercise of due diligence, such Party shall be unable to prevent or overcome. Force Majeure, however, specifically excludes the cost or availability of fuel or motive force to operate the Facility or changes in market conditions that affect the price of energy or transmission. If either Party is rendered wholly or in part unable to perform its obligation under this Agreement because of an event of Force Majeure, both Parties shall be excused from whatever performance or liability for damages to is affected by the event of Force Majeure, provided that: 13.1.1 the non-performing Party shall, within two (2) weeks after the occurrence of the Force Majeure, give the other Party, if and to Party written notice describing the extent it particulars of the occurrence; and, 13.1.2 the suspension of performance shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any no greater scope or for any and of no longer duration than is required by the Force Majeure event. Each Majeure; and, 13.1.3 the non-performing Party shall use uses its best reasonable commercial efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform. 13.2 No obligations of either Party which arose before the Force Majeure causing the suspension of performance shall be excused as a result of the Force Majeure. 13.3 Neither Party shall be required to settle any strike, and resume full performance walkout, lockout or other labor dispute on terms which, in the sole judgment of its obligations hereunder. A the Party suffering involved in the dispute, are contrary to the Party's best interests. 13.4 PacifiCorp may terminate the Agreement if Seller fails to remedy Seller's inability to perform, due to a Force Majeure event (“Affected Party”) shall notify event, within six months after the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause occurrence of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Each Party shall not be considered to be in default or breach of under this Agreement, and shall be excused from performance or liability for damages to the any other Partyparty, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, except the obligation to pay any amount when due, arising out of or from any act, omission, or circumstance occasioned by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or by any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by the making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party ISO or property or equipment of others which is deemed under any party to the Operational Control ISO Agreement. Nothing contained in this Article shall relieve any entity of the Party. A Force Majeure event does not include an act of negligence obligations to make payments when due hereunder or Intentional Wrongdoing by pursuant to a PartyService Agreement. Any Party party claiming a Force Majeure force majeure event shall use reasonable diligence to remove the condition that prevents performance performance, except the settlement of any labor disturbance shall be in the sole judgment of the affected party. Claims by Employees and Insurance Each Party shall be solely responsible for and shall not be entitled to suspend performance bear all of the costs of claims by its obligations in own employees, contractors, or agents arising under and covered by, any greater scope or for any longer duration than is required by the Force Majeure eventworkers’ compensation law. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitledfurnish, at its sole discretionexpense, such insurance coverage and such evidence thereof, or evidence of self-insurance, as is reasonably necessary to terminate meet its obligations under this Agreement. Survival The provisions of this Article, “Limitations of Liability and Indemnification” shall survive the Agreementtermination or expiration of this Agreement or the ISO Tariffs.

Force Majeure. A 13.1 Neither Party shall not be considered liable to be the other Party if it is rendered unable by an event of Force Majeure to perform in default whole or breach in part any obligation or condition of this Agreementa Transaction, for so long as the event of Force Majeure exists and to the extent that performance is hindered by the event of Force Majeure, provided, however, that the Party unable to perform shall use commercially reasonable efforts to avoid or remove the event of Force Majeure. During the period that a Party’s performance of its obligations under any Transaction has been suspended in whole or part by reason of an event of Force Majeure, the other Party likewise may suspend the performance of all or part of its obligations related to such affected Transaction to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations arising prior to the occurrence of such Force Majeure event. 13.2 If either Party is rendered unable by Force Majeure to perform or comply fully or in part with any obligation or condition of a Transaction, the affected Party shall give written notice to the other Party of such Force Majeure event within 24 hours after receiving notice of the occurrence of the Force Majeure event relied upon, including, to the extent feasible, the details and the expected duration of the Force Majeure event and the volume of Product affected. Promptly thereafter, the Party rendered unable to perform shall confirm such information in writing. Such Party also shall promptly notify the other Party when the Force Majeure event is terminated. 13.3 In the event that the period of suspension due to a Force Majeure event as to an affected Transaction shall continue in excess of 30 days from the date that notice of such event is given, and shall be excused from performance or liability for damages so long as such event is continuing, either Party, in its sole discretion, may terminate such affected Transaction by written notice to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each neither Party shall use its best efforts have any further liability to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice respect of Force Majeure Event”) as soon as reasonably practicable specifying such Transaction except for the cause of the event, the scope of commitments under the Agreement affected by the event, rights and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementremedies previously accrued.

Force Majeure. A Section 7.1 Neither Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages liable to the other Party, if and for failure or delay in performance hereunder to the extent it shall be delayed in that the failure or prevented from performing delay is due to force majeure, which is herein defined to include, but is not limited to, war (whether declared or carrying out any of the provisions of this Agreementundeclared), arising out of or from any actfire, omissionflood, lightning, earthquake, storm, or circumstance by or in consequence of any act of God; strikes, lockouts, or other labor disturbancedifficulties; civil disturbances, riot, sabotage, failure of contractors accident; any official order, directive, or suppliers of materials, act industry-wide request; or suggestion by any governmental authority or instrumentality thereof which in the reasonable judgment of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage Party affected makes it necessary to cease or accident reduce performance; any disruption or breakdown of labor; or any inability to machinery or equipment secure materials by reason of or any other cause contingency beyond the control of the affected Party which interferes with the performance hereunder. Notwithstanding the foregoing, economic hardship alone involving a Party shall not constitute a force majeure event. Section 7.2 Performance under this Agreement shall be suspended (except for the payment of money due or causes beyond to become due for past performance hereunder) during the period of such Party’s reasonable controlforce majeure to the extent made necessary by the force majeure; provided the settlement of strikes, including any curtailmentlockouts, order, regulationindustrial disputes, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon disturbances shall be entirely within the property or equipment discretion of the Party or property or equipment so settling to accede to the demands of others which any opposing party when such course is deemed under inadvisable in the Operational Control discretion of the PartyParty having the difficulty. Section 7.3 No curtailment, suspension, or acceptance of performance pursuant to this Article shall operate to extend the period of or to terminate this Agreement. A Force Majeure Performance under this Agreement shall resume to the extent made possible by the end or amelioration of the force majeure event. Section 7.4 As soon as practicable after the occurrence of any event does not include an act of negligence or Intentional Wrongdoing by a Party. Any the force majeure, the Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) force majeure shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying such event and, to the cause extent possible, inform the other Party of the event, expected duration of the scope of commitments under force majeure event and the Agreement performance to be affected by the event, and a good faith estimate suspension or curtailment under this Agreement. Section 7.5 The Party claiming force majeure shall notify the other Party in writing of the time required to restore full performance. Except end of the force majeure event and shall provide the other Party with a schedule for those commitments identified in the Notice resumption of Force Majeure Eventperformance under this Agreement. Section 7.6 In the event of disruption or breakdown of labor, the Affected Party shall not be relieved of its responsibility affected will use reasonable efforts to fully perform allocate the available work force so as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementcontinue performance hereunder.

Force Majeure. A Party shall not be considered to be 5.5.1 As used in default or breach of this Agreement, and a Force Majeure Event shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of mean “any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionacts of terrorism, insurrection, riot, fire, storm, storm or flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment through no direct, indirect, or contributory act of a Party, any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the any other cause beyond a Party’s control. A Force Majeure event Event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming intentional wrongdoing. 5.5.2 If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party from fulfilling any obligations under this Agreement, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required Party affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall promptly notify the other Party (“Non-Affected Party”) in writing (“Notice of the existence of the Force Majeure Event”) as soon as reasonably practicable specifying . The notification must specify in reasonable detail the cause circumstances of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, its expected duration, and the steps that the Affected Party shall not be relieved is taking to mitigate the effects of the event on its responsibility to fully perform as to all other commitments in the Agreementperformance. If the Force Majeure event continues for initial notification was verbal, it should be promptly followed up with a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-written notification. The Affected Party shall keep the other Party informed on a continuing basis of developments relating to the Force Majeure Event until the event ends. The Affected Party will be entitled, at entitled to suspend or modify its sole discretion, performance of obligations under this Agreement (other than the obligation to terminate make payments) only to the Agreementextent that the effect of the Force Majeure Event cannot be reasonably mitigated. The Affected Party will use reasonable efforts to resume its performance as soon as possible. The Parties shall immediately report to the Commission should a Force Majeure Event prevent performance of an action required by rule that the rule does not permit the Parties to mutually waive.

Force Majeure. A Neither Party shall not be considered to be responsible for any delay or failure in default or breach performance of any part of this AgreementAgreement (other than obligations to make money payments, reimbursements or issue credits) resulting from any cause beyond the reasonable control of such Party, including acts of nature, acts of God, acts of civil or military authority, any law, order, regulation or ordinance of any government or legal body, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, power blackouts, or unusually severe weather. If a Force Majeure Event shall occur, the Party affected shall give prompt notice to the other Party of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof and/or be excused from such performance (and the other Party shall likewise be excused from performance or liability for damages of its obligations to the other extent such Party’s obligations related to the performance so interfered with). The affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the Parties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. In the event of any such excused delay in the performance of a Party’s obligation(s) under this Agreement, if the due date for the performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay and by a reasonable amount of time required to reconstruct network infrastructure or of the components thereof. Upon the elimination of the delaying condition and to the extent it the delaying condition was equally applicable to its own operations, the delaying Party shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of perform its obligations in any greater scope at a performance level no less than that which it uses for its own operations. In the event of such performance delay or for any longer duration than is required failure by CBT caused by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure force majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.CBT agrees to

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or a. Neither party will incur any liability for damages to the other Partyif its performance of any obligation under this Contract is prevented or delayed by an event or circumstance beyond its control, if and regardless of whether it was foreseeable, that was not caused by the party who is unable to perform (the extent it shall be delayed in or prevented from performing or carrying out any of “nonperforming party”) provided the nonperforming party complies with the provisions of this Agreementsection. Causes and circumstances beyond a party’s control may include, arising out but are not limited to, acts of God or from any actwar, omissionchanges in controlling law, regulations, orders or circumstance by or in consequence the requirements of any act of Godgovernmental entity, labor disturbancesevere weather conditions, sabotagecivil disorders, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riotnatural disasters, fire, stormepidemics and quarantines, floodgeneral strikes throughout the trade or other labor disputes affecting either party, ice, earthquake, explosion, epidemic, breakage and freight embargoes. Causes and circumstances beyond a party’s control do not include a strike or accident to machinery other labor unrest that affects only one party or equipment an increase in prices. b. Upon identifying an event or any other cause or causes circumstance a party believes is beyond such Party’s reasonable its control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) nonperforming party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) party as soon as practicable and in writing no later than five (5) days after the date on which the nonperforming party becomes aware, or should have reasonably practicable specifying the cause of the eventbecome aware, the scope of commitments that such event or circumstance would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the Agreement affected by the eventthis Contract is prevented or delayed and (iii) if performance is delayed, and state a good faith reasonable estimate of the time required duration of the delay and all reasonable efforts being undertaken to restore full attempt performance, limit delay and limit damages. Except for those commitments identified in The nonperforming party shall have the Notice burden of Force Majeure Eventproving that such event or circumstance delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the other party may reasonably request, including providing updates regarding the event or circumstance as it is ongoing. After receipt of such notification, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date party receiving notice of the Notice event or circumstance may elect to cancel this Contract, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the delay. c. In the event of Force Majeure Eventa declared emergency by competent governmental authorities, the Non-Affected Party shall be entitled, at its sole discretion, University by notice to terminate the AgreementContractor may suspend all or a portion of this Contract or a Purchase Order issued under this Contract.

Force Majeure. A Party The term "Force Majeure" shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to mean any cause beyond the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any control of the provisions party invoking the Force Majeure, including, but not limited to, failure or threat of this Agreementfailure of facilities, arising out of equipment or from any actfuel supply, omissionice, or circumstance by or in consequence of any act of God, flood, earthquake, storm, fire, lightning, explosion, epidemic, war, civil war, invasion, insurrection, military or usurped power, act of the public enemy, riot, civil disturbance or disobedience, strike, lockout, work stoppage, other industrial disturbance or dispute, labor disturbanceor material shortage, national emergency, sabotage, failure of contractors or suppliers of materials, act ; inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers; restraint by court order or other public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage authority or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulationgovernmental agency, or restriction imposed by governmental, military action or lawfully established civilian authoritiesnon-action by, or failure to obtain the necessary authorizations or approvals from, or obtaining the necessary authorizations or approvals only subject to unreasonable restrictions from, any governmental agency or authority, which by making the exercise of repairs necessitated due diligence such party could not reasonably have been expected to avoid. Nothing contained herein shall be construed to require a party to settle any strike, lockout, work stoppage or other industrial disturbance or dispute in which it may be involved or to take an appeal from any judicial, regulatory or administrative action. Any party rendered unable to fulfill any of its obligations under this agreement by an emergency circumstance not limited to those listed above upon the property or equipment reason of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable exercise due diligence to remove such inability with all reasonable dispatch. In the condition that prevents performance and shall not be entitled event either party is unable, in whole or in part, to suspend performance perform any of its obligations in any greater scope or for any longer duration than is required by reason of Force Majeure the obligations of the party relying thereon, insofar as such obligations are affected by such Force Majeure, shall be suspended during the continuance thereof but no longer. The party invoking the Force Majeure event. Each Party shall use its best efforts to mitigate specifically state the effects full particulars of such the Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a the time and date when the Force Majeure event (“Affected Party”) occurred. Notices given by telephone under the provisions of this Article shall notify the other Party (“Non-Affected Party”) be confirmed in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying possible. When the cause of the eventForce Majeure ceases, the scope of commitments under party relying thereon shall give immediate notice thereof to the Agreement affected other party. This agreement shall not be terminated by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice reason of Force Majeure Event, the Affected Party but shall not be relieved of its responsibility to fully perform as to all other commitments remain in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementfull force and effect."

Force Majeure. A “Force Majeure” means any event or circumstance unknown at the time of contracting that is beyond the parties’ control and makes performance of the contract impractical or impossible. The Party shall seeking to have its performance obligation(s) excused must demonstrate that there was such an insuperable interference occurring without the party’s intervention as could not be considered to be in default or breach have been prevented by the exercise of this Agreementprudence, diligence, and shall be excused from performance or liability for damages care, by providing prompt notice to the other Party, if and including full particulars of such event, of its inability to perform its obligations due to such event, following commencement of the claiming Party’s inability to so perform its obligations. To the extent it shall be delayed in or prevented from performing or carrying out any of satisfying these conditions, Force Majeure events include the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act following: acts of God, labor disturbancewar, sabotagecivil unrest, failure epidemic, fire, smoke, volcanic eruption, earthquake, strike, unusually severe weather, flood, or shortage of contractors transportation facilities, lock out, or suppliers commandeering of materials, act of product, plant, or facilities by the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such government. Force Majeure shall not be based on a Party’s reasonable controlfinancial inability to perform under this Agreement unless there exists extreme and unreasonable difficulty, including any curtailmentexpense, order, regulationinjury, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Partyloss involved. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing intentional wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Party shall not be considered to be in default Should any fire or breach of this Agreementother casualty, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbanceearthquake, sabotageflood, failure of contractors or suppliers of materialsepidemic, act of the public enemylandslide, enemy act, war, invasion, insurrection, riot, fireact or threat of terrorism, stormcivil commotion, floodgeneral unavailability of certain materials; a strike, iceslowdown, earthquakeboycott or labor dispute (other than a strike, explosionslowdown, epidemicboycott or labor dispute involving the League), breakage or accident to machinery or equipment or any other cause or causes similar event beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the subject Party (each, a “Force Majeure”) prevent performance of this Agreement by such Party in accordance with its provisions, performance of this Agreement (other than the payment of any sum of money owed hereunder, subject to the final two sentences of this Section 20.01) by such Party shall be suspended or property or equipment excused to the extent commensurate with such interfering occurrence. In the event of others which is deemed under a Force Majeure, the Operational Control Knicks shall be permitted to schedule and play Home Games at an alternate location, provided that playing games in such location fully complies with the requirements of Paragraph 6 of the PartyProperty Tax Exemption Agreement. A Force Majeure In the event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure (including a governmental action) that results in (a) attendance at Arena events being limited to 1000 attendees or less per event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration period (a “Restricted Attendance Period”), the Knicks shall be permitted to schedule and play Home Games at the Arena during the Restricted Attendance Period; the pro rata License Fee attributable to any Home Games played at the Arena during any Restricted Attendance Period shall be reduced by 80% or (b) attendance at Arena events being materially limited (but greater than 1000 attendees), the parties will negotiate in good faith to agree on an appropriate reduction to the License Fee. Notwithstanding anything herein to the contrary, the Knicks’ obligation to pay the License Fee for periods for which the Arena is required by the Force Majeure event. Each Party shall use its best efforts unavailable for Home Games due to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”including a governmental action or the occurrence of any Untenantable Condition) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementabated during such periods.

Force Majeure. A No Party shall not be considered held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation (other than a payment obligation) of this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the Party so failing or delaying. For purposes of this Agreement, and shall be excused from performance or liability for damages to force majeure is defined as causes beyond the other control of the Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act including acts of God, labor disturbance, sabotage, failure ; war; civil commotion; destruction of contractors production facilities or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, materials by fire, storm, flood, ice, earthquake, explosionexplosion or storm; external labor disturbances; epidemic; and failure of public utilities or common carriers. In such event MacroGenics or Servier, epidemicas the case may be, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall immediately notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause such inability and of the eventperiod for which such inability is expected to continue. The Party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled for up to a maximum of ***, after which time MacroGenics and Servier shall promptly meet to discuss in good faith how to best proceed in a manner that maintains and abides by this Agreement. To the extent possible, each Party shall use reasonable efforts to minimize the duration of any force majeure. If a force majeure event prevents a Party from performing any of its Development obligations for a Global Clinical Trial or Manufacturing obligations hereunder that would delay the Development or Manufacture of Licensed Product in the non-affected Party’s Territory, then, if the Parties can not agree on how to best proceed following such discussions, then, notwithstanding the exclusive license grants hereunder, the scope of commitments under the Agreement Party not affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure force majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, permitted to terminate either perform directly or engage a Third Party clinical research organization or contract manufacturing organization to perform such Development and/or Manufacturing obligations for the Agreementduration of such force majeure event.

Force Majeure. A The occurrence of an event which materially interferes ------------- with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected or any of its Affiliates, not due to malfeasance by such Party or its Affiliates, and which could not with the exercise of due diligence have been avoided (each, a "Force ----- Majeure Event"), including, but not limited to, an injunction, order or action ------------- by a Governmental Authority, fire, accident, labor difficulty, strike, riot, civil commotion, act of God, inability to obtain raw materials, delay or errors by shipping companies or change in law, shall not be considered to be in default excuse such Party from the performance of its obligations or breach of duties under this Agreement, but shall merely suspend such performance during the continuation of the force majeure. The Party prevented from performing its obligations or duties because of a Force Majeure Event shall promptly notify the other Party of the occurrence and particulars of such force majeure and shall be excused from performance or liability for damages to provide the other Party, if and from time to the extent it shall be delayed in or prevented from performing or carrying out any time, with its best estimate of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability Event and with notice of the termination thereof. The Party so affected shall use Commercially Reasonable Efforts to perform, and resume full performance avoid or remove such causes of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) nonperformance as soon as is reasonably practicable specifying the cause practicable. Upon termination of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected performance of any suspended obligation or duty shall promptly recommence. The Party subject to the Force Majeure Event shall not be relieved liable to the other Party for any direct, indirect, consequential, incidental, special, punitive, exemplary or other damages arising out of or relating to the suspension or termination of any of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date obligations or duties under this Agreement by reason of the Notice occurrence of a Force Majeure Event, the Non-Affected provided such Party shall be entitled, at complies in all material respects with its sole discretion, to terminate the Agreementobligations under this Section 18.3.

Force Majeure. A (a) The Parties shall use commercially reasonable efforts to provide, or cause to be provided, the Services without interruption. In the event that any Party providing, or causing to be provided, Services is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, fire, explosion, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster, labor strikes, civil unrest and/or riots) (each, a “Force Majeure Event”), such Party shall not be considered obligated to be in default or breach of this Agreementdeliver the affected Services during such period, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and would have received such Services shall not be entitled obligated to suspend performance of its obligations in any greater scope or pay for any longer duration than is required by Services not delivered. (b) Upon the Force Majeure event. Each Party shall use its best efforts to mitigate the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected affected Party shall not be relieved promptly give written notice to the other Party of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date Event upon which it intends to rely to excuse its performance, and of the Notice expected duration of such Force Majeure Event. The duties and obligations of such Party hereunder shall be tolled for the duration of the Force Majeure Event, but only to the extent that the Force Majeure Event prevents such Party from performing its duties and obligations hereunder. (c) During the duration of a Force Majeure Event, the Non-Affected affected Party shall be entitleduse commercially reasonable efforts to avoid or remove such Force Majeure Event, at and shall use commercially reasonable efforts to resume its sole discretionperformance under this Agreement with the least practicable delay. From and during the occurrence of a Force Majeure Event, the other Party may replace the affected Services by providing such Services for itself or engaging a third party to terminate provide such Services. (d) For the Agreementperiod beginning sixty (60) days after the occurrence of a Force Majeure Event and ending upon the termination of such Force Majeure Event, the affected Party shall pay or reimburse, as applicable, the difference, if any, between (i) all of the other Party’s reasonable costs associated with any replacement Services and (ii) the amount the other Party would have paid to such Party under the terms of this Agreement for the provision of such Services had such Party continued to perform such Services. The Party obtaining replacement Services shall use commercially reasonable efforts to mitigate the costs thereof.

Force Majeure. A 1. The expression Force Majeure shall mean any event, act, fact or circumstance which is unforeseeable and beyond the control of a Party acting or having acted as a Reasonable and Prudent Operator causing the failure to perform, totally or partially, the fulfilment of any obligation under this Contract as long as such cause of Force Majeure lasts. In any case, any event of force majeure notified to a Party by the Operator(s) shall constitute an event of Force Majeure under this Contract. 2. Events which constitute Force Majeure as defined above, shall include, but not be considered limited to, the following: − wars, acts of terrorism, acts of sabotage, acts of vandalism, strikes; − forces of nature, floods, landslides, fires, earthquakes; − explosions, breakage or breakdown of pipelines and/or directly connected installations; − laws and acts of government or governmental authorities, included expropriations, that are beyond the control of the relevant Party acting as Reasonable and Prudent Operator. 3. It remains understood that the inability of a Party to be pay (however caused), failure of access to any pipeline system upstream the Intake Point or downstream the Offtake Point or unavailability of Gas (for whatever reason) shall in default or breach no case constitute an event of Force Majeure under this Agreement, and Contract. 4. The Party affected by Force Majeure shall be excused from the performance or liability for damages to of its obligations under the other Party, if respective Individual Contract so far as and to the extent it that said obligations are affected by Force Majeure. Any event of Force Majeure shall be delayed in or prevented from performing or carrying out not have any effect on the expiry date of this Contract. 5. Should one of the provisions Parties, by reason of this AgreementForce Majeure, arising out of or from any actbe unable, omission, or circumstance by wholly or in consequence of any act of Godpart, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of comply with its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventunder this Contract, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) shall be released from its corresponding obligations. The affected Party shall give notice to the other Party of the event constituting Force Majeure as soon as possible and such notice shall include information about the circumstances and a statement about the nature, the consequences and the foreseeable duration. Such notice shall be updated regularly. The affected Party shall take as soon as possible all necessary measures, as a Reasonable and Prudent Operator, in writing (“Notice order to remedy the failure and to allow the fulfilment of the obligations under this Contract. 6. The Parties shall meet to discuss the possible solutions to overcome the event of Force Majeure Event”) as soon as reasonably practicable specifying at the cause request of one of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParties.

Force Majeure. A (a) Force Majeure shall include but not be limited to acts of God, earthquakes, fires, floods, storms, strikes, labor disputes, riots, insurrections, acts of war (whether declared or otherwise), terrorism, acts of terrorism, acts of governmental, regulatory or judicial bodies, but if and only to the extent that such event or circumstance (i) directly affects the availability of the transmission or distribution facilities of the New England Transmission System, the Buyer or an Affiliate of the Buyer necessary to provide service to the Buyer’s customers which are taking service pursuant to the Default Service Tariff and (ii) it is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which, by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be considered based on (A) fluctuations in Default Service, (B) the cost to a Party to overcome or avoid, or cause to be in default avoided, the event or breach of this Agreement, and shall be excused from circumstance affecting such Party’s performance or liability for damages (C) events affecting the availability or cost of operating any generating facility. (b) To the extent that either Party is prevented by Force Majeure from carrying out, in whole or in part, its obligations hereunder and (i) such Party gives notice and detail of the Force Majeure to the other Party, if and to Party as soon as practicable after the extent it shall be delayed in or prevented from performing or carrying out any onset of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlForce Majeure, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making an estimate of repairs necessitated by an emergency circumstance not limited to those listed above upon its expected duration and the property or equipment of probable impact on the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any hereunder; (ii) the suspension of performance is of no greater scope or for any and of no longer duration than is required by the Force Majeure, and (iii) the Party claiming Force Majeure event. Each uses commercially reasonable efforts to remedy or remove the inability to perform caused by Force Majeure, then the affected Party shall use its best efforts to mitigate be excused from the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunderprevented by Force Majeure. A However, neither Party suffering shall be required to pay for any obligation the performance of which is excused by Force Majeure. This paragraph shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be entirely within the discretion of the Party involved in the dispute. (c) No obligations of either Party which arose before the Force Majeure occurrence causing the suspension of performance shall be excused as a result of the event of Force Majeure. (d) Prior to the resumption of performance suspended as a result of a Force Majeure event (“Affected Party”) occurrence, the Party claiming the Force Majeure shall notify give the other Party (“Non-Affected Party”) in writing (“Notice written notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuch resumption.

Force Majeure. A Neither Party shall not be considered to be responsible for any delay or failure in default or breach performance of any part of this AgreementAgreement (other than obligations to make money payments, reimbursements or issue credits) resulting from any cause beyond the reasonable control of such Party, including acts of nature, acts of God, acts of civil or military authority, any law, order, regulation or ordinance of any government or legal body, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, power blackouts, or unusually severe weather. If a Force Majeure Event shall occur, the Party affected shall give prompt notice to the other Party of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof and/or be excused from such performance (and the other Party shall likewise be excused from performance or liability for damages of its obligations to the other extent such Party=s obligations related to the performance so interfered with). The affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the Parties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. In the event of any such excused delay in the performance of a Party=s obligation(s) under this Agreement, if the due date for the performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay and by a reasonable amount of time required to reconstruct network infrastructure or of the components thereof. Upon the elimination of the delaying condition and to the extent it the delaying condition was equally applicable to its own operations, the delaying Party shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of perform its obligations in any greater scope at a performance level no less than that which it uses for its own operations. In the event of such performance delay or for any longer duration than is required failure by CBT caused by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure force majeure event, remedy its inability CBT agrees to performresume performance in a nondiscriminatory manner, and resume full performance CBT agrees not to favor its own restoration of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice Telecommunications Services above that of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementCLEC.

Force Majeure. A (a) Force Majeure shall include but not be limited to acts of God, earthquakes, fires, floods, storms, strikes, labor disputes, riots, insurrections, acts of war (whether declared or otherwise), terrorism, acts of terrorism, acts of governmental, regulatory or judicial bodies, but if and only to the extent that such event or circumstance (i) directly affects the availability of the transmission or distribution facilities of the New England Transmission System, the Buyer or an Affiliate of the Buyer necessary to provide service to the Buyer’s customers which are taking service pursuant to the Last Resort Service Tariff and (ii) it is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which, by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be considered based on (A) fluctuations in Last Resort Service, (B) the cost to a Party to overcome or avoid, or cause to be in default avoided, the event or breach of this Agreement, and shall be excused from circumstance affecting such Party’s performance or liability for damages (C) events affecting the availability or cost of operating any generating facility. (b) To the extent that either Party is prevented by Force Majeure from carrying out, in whole or in part, its obligations hereunder and (i) such Party gives notice and detail of the Force Majeure to the other Party, if and to Party as soon as practicable after the extent it shall be delayed in or prevented from performing or carrying out any onset of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlForce Majeure, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making an estimate of repairs necessitated by an emergency circumstance not limited to those listed above upon its expected duration and the property or equipment of probable impact on the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any hereunder; (ii) the suspension of performance is of no greater scope or for any and of no longer duration than is required by the Force Majeure, and (iii) the Party claiming Force Majeure event. Each uses commercially reasonable efforts to remedy or remove the inability to perform caused by Force Majeure, then the affected Party shall use its best efforts to mitigate be excused from the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunderprevented by Force Majeure. A However, neither Party suffering shall be required to pay for any obligation the performance of which is excused by Force Majeure. This paragraph shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be entirely within the discretion of the Party involved in the dispute. (c) No obligations of either Party which arose before the Force Majeure occurrence causing the suspension of performance shall be excused as a result of the event of Force Majeure. (d) Prior to the resumption of performance suspended as a result of a Force Majeure event (“Affected Party”) occurrence, the Party claiming the Force Majeure shall notify give the other Party (“Non-Affected Party”) in writing (“Notice written notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuch resumption.

Force Majeure. A Party shall not be considered to be in default Should any fire or breach of this Agreementother casualty, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbanceearthquake, sabotageflood, failure of contractors or suppliers of materialsepidemic, act of the public enemylandslide, enemy act, war, invasion, insurrection, riot, fireact or threat of terrorism, stormcivil commotion, floodgeneral unavailability of certain materials; a strike, iceslowdown, earthquakeboycott or labor dispute (other than a strike, explosionslowdown, epidemicboycott or labor dispute involving the League), breakage or accident to machinery or equipment or any other cause or causes similar event beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the subject Party (each, a “Force Majeure”) prevent performance of this Agreement by such Party in accordance with its provisions, performance of this Agreement (other than the payment of any sum of money owed hereunder, subject to the final two sentences of this Section 20.01) by such Party shall be suspended or property or equipment excused to the extent commensurate with such interfering occurrence. In the event of others which is deemed under a Force Majeure, the Operational Control Rangers shall be permitted to schedule and play Home Games at an alternate location, provided that playing games in such location fully complies with the requirements of Paragraph 6 of the PartyProperty Tax Exemption Agreement. A Force Majeure In the event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure (including a governmental action) that results in (a) attendance at Arena events being limited to 1000 attendees or less per event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration period (a “Restricted Attendance Period”), the Rangers shall be permitted to schedule and play Home Games at the Arena during the Restricted Attendance Period; the pro rata License Fee attributable to any Home Games played at the Arena during any Restricted Attendance Period shall be reduced by 80% or (b) attendance at Arena events being materially limited (but greater than 1000 attendees), the parties will negotiate in good faith to agree on an appropriate reduction to the License Fee. Notwithstanding anything herein to the contrary, the Rangers’ obligation to pay the License Fee for periods for which the Arena is required by the Force Majeure event. Each Party shall use its best efforts unavailable for Home Games due to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”including a governmental action or the occurrence of any Untenantable Condition) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementabated during such periods.

Force Majeure. A Neither Party shall not hereto will be considered to be in default or breach in the performance of this Agreementits obligations hereunder, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be that performance of any such obligation is prevented and/or delayed in by any cause, existing or prevented from performing future, beyond the control of such Party, and which by that Party’s exercise of due diligence and foresight could not reasonably have been avoided (“Impacted Party”) including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or carrying out any of the provisions of this Agreementcatastrophe(s), arising out of such as epidemics or from any act, omissionpandemics, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, explosion; (c) war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage hostilities (whether war is declared or accident to machinery not); (d) national or equipment or any regional emergencies; and (c) other cause or causes similar events beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party or property or equipment of others which is deemed under the Operational Control of the Impacted Party. A Force Majeure event does not include an act The Impacted Party shall give written notice within thirty (30) days of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Event to the other Party and the Impacted Party shall use its best diligent efforts to mitigate end the failure or delay and ensure the effects of such Force Majeure eventEvent are minimized. Upon removal of such cause, remedy the Impacted Party affected shall resume its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause possible. The Municipality’s financial inability to perform will not be deemed to be a Force Majeure Event regardless of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementsource causing such financial inability. If the Force Majeure event continues for a period of more than 90 days from Municipality is so delayed in the date timely performance of the Notice of Force Majeure EventWork, the Non-Affected Party Municipality’s sole and exclusive remedy is to request that a Change Order, Amendment, or Addendum to this Agreement be issued by the County and signed by the Executive or the Purchasing Director, permitting an extension of time to perform the Work in an amount equal to the time lost due to such delay. Such request shall be entitledbased upon written notice only, at stating the specific nature of the claim, delivered to the Department Head promptly, but not later than thirty (30) days after the initial occurrence of the event giving rise to such claim. An extension of time to perform the Work may only be granted by a written Change Order, Amendment, or Addendum to this Agreement, signed by the Executive or the Purchasing Director. In no event will the County be liable to the Municipality or to its sole discretionsubcontractors, to terminate the Agreementagents, assignees, or any other person or entity for damages arising out of, or resulting from, any such delays.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and Neither party shall be excused from performance or liability for damages liable to the other Partyfor delay or failure to perform in whole or in part, if and to by reason of contingencies or events which: (i) are beyond the extent it shall be delayed in or prevented from performing or carrying out any reasonable control of the provisions of this Agreementparty whose performance is affected, arising out of (ii) are unforeseeable, and (iii) could not have been reasonably prevented, whether herein specifically enumerated or from any actnot (a "Force Majeure Event"). These contingencies include, omissionamong others, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrectionrevolution, riot, acts of public enemies, fire, stormexplosion, breakdown of plant, strike, lockout, labor dispute, casualty or accident, earthquake, flood, icecyclone, earthquaketornado, explosionhurricane or other windstorm, epidemicor by reason of any law, breakage order, proclamation, regulation, ordinance, demand, requisition or accident to machinery or equipment requirement or any other cause act of any governmental authority, foreign or causes beyond such Party’s reasonable controldomestic, including local, state or federal (provided that the Force Majeure Event does not arise due to or is connected in any curtailmentway with a violation by party hereto of any law, order, proclamation, regulation, ordinance, demand, requisition or restriction imposed by governmental, military requirement of any governmental authority) except that contingencies shall not include a downturn in Buyer's business or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Partygeneral economic downturn. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing party so affected by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence Event shall: (i) promptly give written notice to remove the condition that prevents performance and shall not be entitled to suspend performance other party whenever such contingency or other act becomes reasonably foreseeable (including an estimate of its obligations in any greater scope or for any longer the expected duration than is required by of the Force Majeure event. Each Party shall Event and its probable impact on the performance of such party's obligations hereunder); (ii) exercise all reasonable efforts to continue to perform its obligations hereunder; (iii) use its commercially reasonable best efforts to overcome or mitigate the effects of the contingency as promptly as possible and (iv) promptly give written notice to the other party of the cessation of such contingency. Neither party, however, shall be required to resolve a strike, lockout or other labor problem in a manner which it alone does not deem proper and advisable. In no event shall any Force Majeure Event excuse party's failure to pay when due any monetary obligation hereunder. In the case of any Force Majeure Event relied on by Seller, Seller agrees that it shall treat Buyer no less favorably than the most favorably treated Affiliate or customer of Seller in dealing with or adjusting to the consequences of such Force Majeure eventEvent and in relation to the allocation of any Products, remedy its inability the production or availability of which may have been interrupted or diminished. Deliveries of the Product omitted due to perform, and resume full performance of its obligations hereunder. A Party suffering a any Force Majeure event (“Affected Party”) shall notify Event affecting Seller or Buyer shall, without liability, reduce by an equivalent quantity the other Party (“Non-Affected Party”) quantity of Products to be sold and delivered during the period in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If which the Force Majeure event continues for a period Event occurred. To determine the quantity of more than 90 days from the date of the Notice of Force Majeure EventProducts that would have been sold, the Non-Affected Party parties shall be entitled, at its sole discretion, to terminate the Agreementassume that Buyer's most recent Refined Estimates would have been purchased on a ratable basis.

Force Majeure. A (a) Force Majeure shall include but not be limited to acts of God, earthquakes, fires, floods, storms, strikes, labor disputes, riots, insurrections, acts of war (whether declared or otherwise), acts of governmental, regulatory or judicial bodies, but if and only to the extent that such event or circumstance (i) directly affects the availability of the transmission or distribution facilities of NEPOOL, the Buyer or an Affiliate of the Buyer necessary to provide service to the Buyer’s customers which are taking service pursuant to the Retail Delivery Tariff and (ii) it is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which, by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be considered based on (A) fluctuations in Default Service, (B) the cost to a Party to overcome or avoid, or cause to be in default avoided, the event or breach of this Agreement, and shall be excused from circumstance affecting such Party’s performance or liability for damages (C) events affecting the availability or cost of operating any generating facility. (b) To the extent that either Party is prevented by Force Majeure from carrying out, in whole or in part, its obligations hereunder and (i) such Party gives notice and detail of the Force Majeure to the other Party, if and to Party as soon as practicable after the extent it shall be delayed in or prevented from performing or carrying out any onset of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlForce Majeure, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making an estimate of repairs necessitated by an emergency circumstance not limited to those listed above upon its expected duration and the property or equipment of probable impact on the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any hereunder; (ii) the suspension of performance is of no greater scope or for any and of no longer duration than is required by the Force Majeure, and (iii) the Party claiming Force Majeure event. Each uses commercially reasonable efforts to remedy or remove the inability to perform caused by Force Majeure, then the affected Party shall use its best efforts to mitigate be excused from the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunderprevented by Force Majeure. A However, neither Party suffering shall be required to pay for any obligation the performance of which is excused by Force Majeure. This paragraph shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be entirely within the discretion of the Party involved in the dispute. (c) No obligations of either Party which arose before the Force Majeure occurrence causing the suspension of performance shall be excused as a result of the Force Majeure. (d) Prior to the resumption of performance suspended as a result of a Force Majeure event (“Affected Party”) occurrence, the Party claiming the Force Majeure shall notify give the other Party (“Non-Affected Party”) in writing (“Notice written notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuch resumption.

Force Majeure. A Party shall not be considered Subject to be the terms and conditions in default or breach of this Agreementparagraph, and no party to this Agreement shall be excused from performance liable for any delay or liability for damages failure to the other Partyperform under this Agreement due solely to conditions or events of Force Majeure, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act specifically a) acts of God, labor disturbanceb: sudden actions of the elements such as floods, earthquakes, hurricanes, or tornadoes, c) sabotage, failure of contractors or suppliers of materialsd) vandalism beyond that which can be reasonable prevented, act e) terrorism, f) war, and g) riots provided that: A) the non-performing Party gives the other Parties prompt written notice describing the particulars of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment occurrence of the Party or property or equipment Force Majeure; B) the suspension of others which performance is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any no greater scope or for any and of no longer duration than is required by the Force Majeure event. Each event or condition; and C) the non-performing Party shall use its best efforts proceeds with reasonable diligence to mitigate the effects of such Force Majeure event, remedy its inability to perform, perform and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify provides weekly progress reports to the other Party (“Non-Affected Party”) in writing (“Notice Parties describing the actions taken to remedy the consequences of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event or condition. In the event of a change in municipal (or other local governmental entity), state or federal law or practice that prohibits or delays performance, the obligation to seek a remedy shall extend to making reasonable efforts to reform the Agreement in a manner consistent with the change that provides the Parties substantially the same benefits as this Agreement, provided, however, that no such reformation shall increase the obligations of any of the Parties. In the event any delay or failure of performance on the part of the party claiming Force Majeure continues for a an uninterrupted period of more than 90 three hundred sixty-five (365) days from the date its occurrence or inception as noticed pursuant to this Agreement, all of the Notice of Parties not claiming Force Majeure Event, the Non-Affected Party shall be entitledmay, at its sole discretionany time following the end of such one year period, terminate this Agreement upon written notice to the Party claiming Force Majeure, without further obligation by any of the Parties; provided, however, that any such decision to terminate this Agreement shall not be effective unless agreed to by all of the AgreementParties not claiming Force Majeure.

Force Majeure. A Party shall will not be considered to be in default or breach of this AgreementAgreement or liable to the other Party for any interruption or delay in performance under this Agreement to the extent caused by an event outside of the ability of the performing Party to foresee and avoid with the exercise of commercially reasonable efforts (such an event is referred to at times as an event of “Force Majeure”). Examples of events of Force Majeure include, without limitation: natural disasters; war; acts of terrorism; government action; accident; strikes, slowdowns and shall other labor disputes; shortages in, or inability to obtain, transportation in required quantities or at commercially reasonable prices or rates; any breach, negligence, criminal misconduct or other act or omission of any third-party; or fire or other insured or uninsured casualty. A Party whose performance is interrupted or delayed by an event of Force Majeure will be excused from the interruption or delay in performance during the event of Force Majeure and for a commercially reasonable period of additional time after the event of Force Majeure that the Party needs to recover from the event of Force Majeure and restore performance. Notwithstanding the foregoing, a Party will only be excused for an interruption or liability delay in performance under this Subsection for damages an event of Force Majeure only if the Party: (1) promptly notifies the other Party of the event of Force Majeure and provides information regarding the event of Force Majeure, including its extent and likely duration, and the efforts undertaken by the Party to foresee and avoid interruption or delay in its performance before the occurrence of the event, to mitigate interruption or delay in performance during the event, and to recover from and restore performance following the event; and (2) the Party exercises commercially reasonable efforts to mitigate, recover from and restore performance following the event of Force Majeure. During, and while recovering from and restoring performance following, an event of Force Majeure, Pactiv will act in good faith in allocating its available storage capacity at a Warehouse to store ▇▇▇▇▇▇▇▇ Products under this Agreement and any products of Pactiv and its other customers. If an event of Force Majeure interrupts or delays Pactiv from receiving, storing and delivering a ▇▇▇▇▇▇▇▇ Product to ▇▇▇▇▇▇▇▇ under this Agreement in the quantities and timetable required by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ may cancel any unfilled service orders for the ▇▇▇▇▇▇▇▇ Products and procure the required storage capacity for ▇▇▇▇▇▇▇▇ Products from one or more other sources until Pactiv has recovered from and restored its ability to perform following the event of Force Majeure. If Pactiv is not able to provide the Base Storage Capacity or Additional Storage Capacity or other Services at a Warehouse because of an event of Force Majeure, ▇▇▇▇▇▇▇▇ may enter into warehouse services agreements or make other arrangements to procure the required quantities of storage capacity for the ▇▇▇▇▇▇▇▇ Products from one or more other sources for a duration and on terms acceptable to ▇▇▇▇▇▇▇▇ in its good faith discretion. In such a circumstance, ▇▇▇▇▇▇▇▇ may, but will not be obligated to, resume storing ▇▇▇▇▇▇▇▇ Products at Warehouses under this Agreement after Pactiv has recovered from and restored its ability to perform following the event of Force Majeure. If the interruption or delay in the storage of a ▇▇▇▇▇▇▇▇ Product at a Warehouse under this Agreement because of an event of Force Majeure has exceeded, or is reasonably likely to exceed, one hundred eighty (180) days, either Party may exclude the Warehouse from this Agreement by delivering written notice to the other Party, if and to Party in which event the extent it shall be delayed in or prevented from performing or carrying out any Service Expiration Date of the provisions Warehouse will be the date specified in the written notice. The temporary interruption in Service at a Warehouse, or the exclusion of a Warehouse from this Agreement, arising out as a result of or from any act, omission, or circumstance by or in consequence an event of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does will not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance reduce nor release ▇▇▇▇▇▇▇▇ of its obligations in any greater scope or for any longer duration than is required by obligation to pay the Base Storage Fee on the Warehouse through the date of the Force Majeure event. Each Party shall use its best efforts For example, if a leased Warehouse is destroyed by fire or other casualty and the lessor elects to mitigate exercise a right to terminate the effects of such Force Majeure event, remedy its inability to perform, lease before it Service Expiration Date and resume full performance releases Pactiv of its rights and obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify to operate the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying Warehouse and pay rent and expenses on the cause of Warehouse, ▇▇▇▇▇▇▇▇ will be released from its obligation to pay the event, Base Storage Fee on the scope of commitments under the Agreement affected by the event, Warehouse from and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If after the Force Majeure event continues for date. This Subsection will not excuse nor extend a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected deadline by which a Party shall be entitled, at its sole discretion, to terminate the Agreementmust pay an amount owed under this Agreement or Applicable Laws or by which a Party must exercise any right or remedy under this Agreement or Applicable Laws.

Force Majeure. A Party shall not be considered to be 5.5.1 As used in default or breach of this Agreement, and a Force Majeure Event shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of mean “any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionacts of terrorism, insurrection, riot, fire, storm, storm or flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment through no direct, indirect, or contributory act of a Party, any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the any other cause beyond a Party’s control. A Force Majeure event Event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming intentional wrongdoing.” 5.5.2 If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party from fulfilling any obligations under this Agreement, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required Party affected by the Force Majeure eventEvent (Affected Party) shall promptly notify the other Party of the existence of the Force Majeure Event. Each The notification must specify in reasonable detail the circumstances of the Force Majeure Event, its expected duration, and the steps that the Affected Party shall use its best efforts is taking to mitigate the effects of such the event on its performance, and if the initial notification was verbal, it should be promptly followed up with a written notification. The Affected Party shall keep the other Party informed on a continuing basis of developments relating to the Force Majeure event, remedy Event until the event ends the Affected Party will be entitled to suspend or modify its inability to perform, and resume full performance of obligations under this Agreement (other than the obligation to make payments) only to the extent that the effect of the Force Majeure Event cannot be reasonably mitigated. The Affected Party will use reasonable efforts to resume its obligations hereunderperformance as soon as possible. A Party suffering The Parties shall immediately report to the Commission should a Force Majeure event (“Affected Party”) shall notify Event prevent performance of an action required by Rule that the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying Rule does not permit the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required Parties to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementmutually waive.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall The parties will be excused from their respective performances hereunder (except ▇▇▇▇▇'s payment obligations) if performance is prevented or liability delayed by any acts of God, fire, explosion, flood, unusually severe or abnormal weather, riots or other civil disturbances, wars, acts of terrorism, actions of governments, voluntary or involuntary compliance with any Law or request of any governmental authority, strikes, lockouts or other labor difficulties, failure of usual sources of raw materials or other sources of supply, failure of computer systems to operate properly, destruction or loss of electronic records or data, failure of mechanical or chemical function or equipment normally used by Seller for damages to the other Partymanufacturing, if and to the extent it shall be delayed handling or delivering of Product, or internally produced intermediates used in or prevented from performing or carrying out manufacture of any of the provisions of this AgreementProduct, arising out of or from plant shutdowns, any act, omissionnecessity to not operate, or circumstance by to reduce operation of, equipment in order to protect the safety of people or in consequence of to protect the environment, or any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act circumstances beyond the reasonable control of the public enemyparty seeking excuse from performance ("force majeure"). Promptly after a party determines a force majeure condition exists, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall party will notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventcircumstances and consequences claimed. Neither party will be obligated to settle any demands of, or disputes with, laborers; nor will Buyer be excused from paying monies due or complying with ▇▇▇▇▇▇'s credit terms. Quantities affected by force majeure will be deleted from the scope of commitments under Agreement, but the Agreement affected by will otherwise continue in full force and effect for the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments term set forth in the Agreement. If the Force Majeure event continues for In periods of shortage of Product due to force majeure, Seller may apportion any reduced quantity of Product among itself and its customers and affiliates in a period fair and reasonable manner. Seller will not be required to acquire Product to replenish any shortfall in Product arising as a result of more than 90 days from the date a force majeure. Should Seller acquire any quantity of the Notice of Force Majeure EventProduct following a force majeure, the Non-Affected Party shall be entitledSeller may use or distribute, without apportioning, such Product at its sole discretion. Notwithstanding the aforementioned, any quantity of Product Seller acquires and distributes to terminate the Agreementany non- affiliated customers will be equitably apportioned to all of Seller's non-affiliated customers. Under no circumstances will Seller be obligated to obtain Product for delivery hereunder except from its designated source(s) of supply, or if none is so designated by Seller, from its usual, customary and/or most recent source(s) of supply.

Force Majeure. A Party Neither party shall be held liable or responsible for delay or failure to perform any of such party's obligations under this Agreement occasioned by any cause beyond its reasonable control, including but not be considered limited to war, acts of God, acts of terrorism, civil disturbance, fire, flood, earthquake, epidemic, quarantine restrictions, unusually severe weather, acts or defaults of common carriers, freight embargoes, strike or other labor trouble, lack of or inability to obtain raw materials, transportation, labor, fuel or supplies; power outages, governmental laws, acts, regulations, embargoes, or orders (whether or not such later prove to be in default invalid), or breach any other cause, contingency or circumstance within or without the United States not subject to such party's reasonable control (a "Force Majeure Event"). The party suffering a Force Majeure Event shall [...***...] notify the other party of this Agreement, and such Force Majeure Event. A party shall be excused from its performance or liability for damages to the extent caused by such Force Majeure Event; provided that such party (i) gives notice of the Force Majeure Event to the other Partyparty [...***...] after its occurrence, if (ii) uses its reasonable efforts (including executing any disaster plan) to overcome, mitigate and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventevent preventing or delaying performance, (iii) continues the scope performance of commitments all its obligations under the this Agreement affected by the event, that are not prevented or delayed and a good faith estimate (iv) upon cessation of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, [...***...] performs or completes performance of the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementobligations which were prevented or delayed. If the Force Majeure event Licensee's inability to perform continues for a period of [...***...] or more than 90 days from the date notification to Licensor of the Notice of Force Majeure Event, Licensor shall have the Non-Affected Party shall be entitled, at its sole discretion, right to terminate the Agreementits obligations to Licensee with no further liability under this Agreement upon prompt written notice.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and No party shall be excused from performance or subject to liability for damages to the other Partyparty for the failure to perform in conformity with this Agreement where such failure results from an event or occurrence beyond the control of the party affected thereby (and, if and in regard to Seller’s failure, is due solely to an event or occurrence pertaining to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementapproved production source[s] making then current deliveries to Buyer), arising out of or from any actsuch as without limitation, omission, or circumstance by or in consequence of any act acts of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riotriots, firenuclear disaster, stormstrikes, floodlabor disputes, icethreats of violence, earthquakelabor and material shortages, explosionfires, epidemicexplosions, breakage floods, river water levels or accident freeze-ups, breakdowns or damage to machinery or mines, plants, equipment or any other cause facilities (including emergency outages or causes beyond such Party’s reasonable controlan extension of a scheduled outage of equipment or facilities to make repairs to avoid breakdowns thereof or damage thereto), including any curtailmentinterruptions to or slowdowns in transportation, orderrailcar shortages, regulationbarge shortages, river lock outages, embargoes, orders or acts of civil or military authority, laws, regulations, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment administrative rulings. The provisions of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and above sentence shall not be entitled excuse a party from performing unless such party shall give written notice to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) party and furnish full information as soon as reasonably practicable specifying to the cause of the eventforce majeure event and probable extent thereof within thirty (30) calendar days after such cause occurs. Failure to give such notice and furnish such information within the time specified shall be deemed a waiver of all rights under this Article for such period of time during which notice was not given. No suspension or reduction by reasons of force majeure shall invalidate the remainder of this Agreement but, on the scope of commitments under the Agreement affected by the event, and a good faith estimate removal of the time required to restore full performancecause, shipments shall resume at the specified rate. Except (During such periods when a force majeure event or occurrence claimed by Seller results in a reduction in shipments, shipments from the affected production source(s) for those commitments identified in the Notice of Force Majeure Event, the Affected Party ultimate delivery under this Agreement shall not be relieved reduced below the pro rata share which the average rate of its responsibility such shipments therefrom pursuant to fully perform as this Agreement for the six (6) months preceding the force majeure event bears to the total contractual commitments to all other commitments in the Agreement. If the Force Majeure event continues for a period parties from such production source(s) as of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party force majeure event.) Deficiencies in shipments under this Article shall be entitledmade upon in accordance with a mutually agreeable schedule. Delivery of make up tonnage shall be scheduled so that such deliveries shall be shipped no later than 365 calendar days following the date of the termination of the force majeure event which gave rise to the suspension or reduction of shipments to be made up; provided, however, that the delivery rate for any make up tons shall not exceed twenty-five thousand (25,000) tons per month, unless otherwise required by Buyer and agreed to by Seller. Without limiting the generality of this Article, in the event of a partial or total curtailment of the generating capacity at the Plant or partial or total curtailment of transmission or distribution of electricity therefrom, or any other force majeure event pertaining to Buyer, Buyer shall be relieved under this Article from its sole discretionobligation to accept any portion or all deliveries form Seller based upon the quantity of Seller’s coal scheduled for delivery under this Agreement during the period over which such force majeure event or occurrence exists or existed. Seller shall furnish Buyer a monthly statement by the fifteenth (15th) day of the calendar month setting force the amount of tonnage not shipped because of force majeure causes asserted during the preceding calendar month, and shall inform Buyer in writing on a weekly basis during the duration of such force majeure event as to terminate the Agreementprogress of the alleviation thereof. Nothing herein contained shall be construed as requiring Seller or Buyer to accede to any demands of labor, or labor unions, or suppliers, or other parties which Seller or Buyer considers unacceptable.

Force Majeure. A Party shall not be considered to be In the event the performance of any terms or provisions hereof is delayed or prevented, in default whole or breach of this Agreementin part, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out because of or from related to compliance with any act, omissionLaw or requirement of any national securities exchange, or circumstance by or in consequence because of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemyriot, war, invasionpublic disturbance, insurrectionpublic health event, riotstrike, labor dispute, fire, explosion, storm, flood, iceact of God or act of terrorism that is not within the control of the Provider and which by the exercise of reasonable diligence the Provider is unable to prevent, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or for any other reason that is not within the control of the Provider and which by the exercise of reasonable diligence the Provider is unable to prevent (each, a “Force Majeure Event”), then upon prompt written notice, stating the date and extent of such interference and the Force Majeure Event that is the cause thereof, by the Provider to the Receiver, the Provider shall be excused from its obligations hereunder during the period such Force Majeure Event or causes beyond such Party’s reasonable controlits effects continue, including any curtailmentand no liability shall attach against the Provider on account thereof; provided, orderhowever, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above that the Provider shall promptly resume the required performance upon the property or equipment cessation of the Party Force Majeure Event or property or equipment its effects. No Provider shall be excused pursuant to this Section 5.03 from performance of others which is deemed under its obligations if such Provider fails to use commercially reasonable efforts to avoid the Operational Control effects of the PartyForce Majeure Event and remove the cause and effects of the Force Majeure Event. If the Provider’s performance under this Agreement is suspended or rendered impractical by reason of a Force Majeure Event for a period in excess of thirty (30) days during the term of this Agreement, the Receiver shall have the right (but not the obligation) to terminate this Agreement with respect to the disrupted Services immediately upon written notice to the Provider. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and Event shall not be entitled operate to suspend performance delay the Applicable Termination Date for the disrupted Services or to limit amounts payable for Services rendered on or prior to the actual date of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A 19.1 Neither Party shall not be considered to be a Defaulting Party under this Agreement or responsible in default tort, strict liability, contract or breach of this Agreement, and shall be excused from performance or liability for damages other legal theory to the other Party, if and to Party for damages of any description for any event or circumstance which causes any interruption or failure of service or deficiency in the extent it shall be delayed in quality or prevented from performing or carrying out any quantity of the provisions of this Agreement, arising out of or from any act, omissionservice, or circumstance any other failure to perform if such failure: (i) is not caused by the affected Party’s fault or in consequence negligence; (ii) is caused by one or more events, conditions, or circumstances beyond the Party's reasonable control and; (iii) that by exercise of any act of Godreasonable diligence the Party is unable to prevent or overcome, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fireincluding without limitation, storm, flood, icelightning, earthquake, explosion, epidemiccivil disturbance, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controllabor dispute, including any curtailmentsabotage, orderwar, regulationinsurrection, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence God or Intentional Wrongdoing by the public enemy, action of a Partycourt, public authority or ISO-NE (a "Force Majeure" event). Any Notwithstanding the foregoing, economic hardship of either Party claiming shall not constitute a Force Majeure event shall use reasonable diligence under this Agreement. Any obligation to remove the condition that prevents performance and shall pay an amount otherwise owed may not be entitled excused by Force Majeure. 19.2 If either Party is rendered wholly or partly unable to suspend performance of perform its obligations in any hereunder because of Force Majeure as defined above, that Party shall be excused from whatever performance is affected by the Force Majeure to the extent so affected, provided that: A. The non-performing Party will, as soon as practicable after the occurrence of Force Majeure, give the other Party written notice describing the particulars of the occurrence, B. The suspension of performance shall be of no greater scope or for any and of no longer duration than is reasonably required by the Force Majeure event. Each Majeure, and C. The non-performing Party shall use its best efforts due diligence to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A The non-performing Party suffering a Force Majeure event (“Affected Party”) shall notify inform the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying when it expects to remove the cause of the eventcause, the scope of commitments under the Agreement affected by the eventif possible, and a good faith estimate of the time required what steps it is taking to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementcure.

Force Majeure. A (a) Neither Party shall not will be considered liable for failure to be perform or delay in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and performing its obligations to the extent it shall be delayed in such failure or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance delay is caused by or in consequence resulting from fire, flood, earthquake, elements of any act nature or acts of God, labor disturbancewars, sabotageriots, failure civil disorders, rebellions or revolutions, acts of contractors or suppliers of materialsterrorism, act of the public enemypandemics, warnationalization, invasionexpropriation, currency restrictions, political risk (including exchange control restrictions, confiscation, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage civil strife or accident armed hostilities) to machinery or equipment or any other cause or causes the extent beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military other facts or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the circumstances beyond such Party. A ’s reasonable control (a “Force Majeure event does Event”); provided that: (i) the non-performing Party (and such Party’s Third Party Providers, as applicable) are without material fault in causing the default or delay; (ii) the default or delay could not include an act have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of negligence alternate sources, workaround plans or Intentional Wrongdoing other means (including, with respect to Provider, the implementation of any business continuity or disaster recovery plan required to be maintained by a Party. Any it under this Agreement); and (iii) the non-performing Party claiming uses Commercially Reasonable Efforts to minimize the impact of such default or delay. (b) Provided that Provider has exercised reasonable care and diligence and complied with its obligations to implement its disaster recovery and business continuity plan and reasonable work-arounds to mitigate the effect of a Force Majeure event shall use Event, a Force Majeure Event will include: (i) an Industry Event; and (ii) any industry-wide strike, lockout or labor dispute involving a Party’s personnel or refusal of such Party’s employees to enter a facility that is the subject of such a labor dispute, to the extent such refusal is based upon a reasonable diligence to remove the condition that prevents performance and shall fear of harm. (c) Provider will not be entitled to suspend performance any additional payments from any Lending Funds (or BTC, on behalf of its obligations in any greater scope Lending Funds), for costs or for expenses incurred by Provider as a result of any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”. (d) as soon as reasonably practicable specifying Notwithstanding the cause provisions of the eventSection 23.1(a), the scope of commitments under Lending Funds will have the Agreement affected by the event, and a good faith estimate of the time required termination right provided in Section 8.3(a)(iii) with respect to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvents.

Force Majeure. A Neither Party shall not be considered is responsible for any failure to be in default or breach of comply and perform its obligations under this Agreement, and shall be excused if it is prevented or delayed in performing those obligations by a “Force Majeure Event”, as defined in clause 1. Where there is an event of force majeure, the Party prevented from performance or liability for damages to delayed in performing its obligations under the Agreement must immediately notify the other Party, if and to the extent it shall be delayed Party in or prevented from performing or carrying out any writing giving full particulars of the provisions event of this Agreement, arising out force majeure and the reasons for the event of or from any act, omissionforce majeure preventing that Party from, or circumstance by or delaying that Party in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed performing its obligations under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Agreement and that Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall must use its best reasonable efforts to mitigate the effects effect of such Force Majeure event, remedy the event of force majeure upon its inability to perform, and resume full or their performance of the Agreement and to fulfil its or their obligations hereunderunder the Agreement. A Party suffering a Force Majeure event (Upon completion of the “Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) , the Party affected must as soon as reasonably practicable specifying recommence the cause performance of its obligations under the Agreement. Where the Party affected is QIVOS – T&M engagement – QIVOS shall provide a revised program rescheduling the Services to minimize the effects of the prevention or delay caused by the “Force Majeure Event”. A “Force Majeure Event” does not relieve a Party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of the event. The Customer has no entitlement and QIVOS has no liability for a) any costs, losses, expenses, damages or the scope payment of commitments under the Agreement affected by the event, and a good faith estimate any part of the time required to restore full performance. Except for those commitments identified in the Notice of Fees during a “Force Majeure Event”, b) any delay costs in any way incurred by the Affected Party shall not be relieved of its responsibility Customer due to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of “Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement”.

Force Majeure. A (a) Force Majeure shall include but not be limited to acts of God, earthquakes, fires, floods, storms, strikes, labor disputes, riots, insurrections, acts of war (whether declared or otherwise), terrorism, acts of terrorism, acts of governmental, regulatory or judicial bodies, but if and only to the extent that such event or circumstance (i) directly affects the availability of the transmission or distribution facilities of the New England Transmission System, the Buyer or an Affiliate of the Buyer necessary to provide service to the Buyer’s customers which are taking service pursuant to the Default Service Tariff and (ii) it is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which, by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be considered based on (A) fluctuations in Default Service, (B) the cost to a Party to overcome or avoid, or cause to be in default avoided, the event or breach of this Agreement, and shall be excused from circumstance affecting such Party’s performance or liability for damages (C) events affecting the availability or cost of operating any generating facility. (b) To the extent that either Party is prevented by Force Majeure from carrying out, in whole or in part, its obligations hereunder and (i) such Party gives notice and detail of the Force Majeure to the other Party, if and to Party as soon as practicable after the extent it shall be delayed in or prevented from performing or carrying out any onset of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlForce Majeure, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making an estimate of repairs necessitated by an emergency circumstance not limited to those listed above upon its expected duration and the property or equipment of probable impact on the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any hereunder; (ii) the suspension of performance is of no greater scope or for any and of no longer duration than is required by the Force Majeure, and (iii) the Party claiming Force Majeure event. Each uses commercially reasonable efforts to remedy or remove the inability to perform caused by Force Majeure, then the affected Party shall use its best efforts to mitigate be excused from the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunderprevented by Force Majeure. A However, neither Party suffering shall be required to pay for any obligation the performance of which is excused by Force Majeure. This paragraph shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be entirely within the discretion of the Party involved in the dispute. (c) No obligations of either Party which arose before the Force Majeure occurrence causing the suspension of performance shall be excused as a result of the event of Force Majeure. (d) Prior to the resumption of performance suspended as a result of a Force Majeure event (“Affected Party”) occurrence, the Party claiming the Force Majeure shall notify give the other Party (“Non-Affected Party”) in writing (“Notice written notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuch resumption.

Force Majeure. A Party shall not be considered to be 6.4.1 As used in default or breach of this Agreement, and a Force Majeure Event shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of mean “any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionacts of terrorism, insurrection, riot, fire, storm, storm or flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment through no direct, indirect, or contributory act of a Party, any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the any other cause beyond a Party’s control. A Force Majeure event Event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming wrongdoing.” 6.4.2 If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party from fulfilling any obligations under this Agreement, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required Party affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall promptly notify the other Party (“Non-Affected Party”) in writing (“Notice of the existence of the Force Majeure Event”) as soon as reasonably practicable specifying . The notification must specify in reasonable detail the cause circumstances of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, its expected duration, and the steps that the Affected Party is taking to mitigate the effects of the event on its performance, and if the initial notification was verbal, it should be promptly followed up with a written notification. The Affected Party shall not be relieved keep the other Party informed on a continuing basis of its responsibility developments relating to fully perform as to all other commitments in the Agreement. If the Force Majeure Event until the event continues for a period ends. The Affected Party will be entitled to suspend or modify its performance of more obligations under this Agreement (other than 90 days from the date obligation to make payments) only to the extent that the effect of the Notice of Force Majeure Event, the Non-Event cannot be reasonably mitigated. The Affected Party will use reasonable efforts to resume its performance as soon as possible. The Parties shall be entitled, at its sole discretion, immediately report to terminate the AgreementCommission should a Force Majeure Event prevent performance of an action required by Rule that the Rule does not permit the Parties to mutually waive.

Force Majeure. A Party 7.5.1 As used in this article, a Force Majeure Event shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of mean "any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionacts of terrorism, insurrection, riot, fire, storm, storm or flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment through no direct, indirect, or contributory act of a Party, any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the any other cause beyond a Party’s control. A Force Majeure event Event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming intentional wrongdoing." 7.5.2 If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party from fulfilling any obligations under this Interconnection Agreement, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required Party affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall promptly notify the other Party (“Non-Affected Party”) in writing (“Notice of the existence of the Force Majeure Event”) as soon as reasonably practicable specifying . The notification must specify in reasonable detail the cause circumstances of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the expected duration, and the steps that the Affected Party is taking to mitigate the effects of the event on its performance, and if the initial notification was verbal, it should be promptly followed up with a written notification. The Affected Party shall not be relieved keep the other Party informed on a continuing basis of its responsibility developments relating to fully perform as to all other commitments in the Agreement. If the Force Majeure Event until the event continues for a period ends. The Affected Party will be entitled to suspend or modify its performance of more obligations under this Interconnection Agreement (other than 90 days from the date obligation to make payments) only to the extent that the effect of the Notice of Force Majeure Event, the Non-Event cannot be reasonably mitigated. The Affected Party will use Reasonable Efforts to resume its performance as soon as possible. The Parties shall be entitled, at its sole discretion, immediately report to terminate the AgreementCommission should a Force Majeure Event prevent performance of an action required by the Rule that the Rule does not permit the Parties to mutually waive.

Force Majeure. A Party shall Landlord will not be considered to be deemed in default or breach have liability to Tenant, nor will Tenant have any right to terminate this Lease or ▇▇▇▇▇ rent or assert a claim of this Agreementpartial or constructive eviction, and shall be excused from performance or liability for damages because of Landlord’s failure to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out perform any of its obligations under this Lease if the provisions of this Agreement, arising out of or from any act, omission, or circumstance by failure is due in part or in consequence of any act full to reasons beyond Landlord’s reasonable control. Such reasons will include but not be limited to: fire, earthquake, weather delays or other acts of God, labor disturbancestrikes, sabotage, failure of contractors or suppliers of materials, act of the public enemyboycotts, war, invasionterrorism, bio-terrorism, riot, insurrection, riotembargoes, fireshortages of equipment, stormlabor or materials, floodutility failure or defect, icedelays in issuance of any necessary governmental permit or approval (including building permits and certificates of occupancy), earthquake, explosion, epidemic, breakage or accident to machinery or equipment any governmental preemption in connection with a national emergency or any other cause cause, whether similar or causes dissimilar, which is beyond such Partya party’s reasonable controlcontrol (each, including any curtailmenthereinafter, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a “Force Majeure event does not include an act of negligence or Intentional Wrongdoing by Event”). If this Lease specifies a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend time period for performance of its obligations an obligation by Landlord, that time period will be extended by the period of any delay in any greater scope or for any longer duration than is required Landlord’s performance caused by the Force Majeure eventEvent. Each Party shall use its best efforts Tenant will not be deemed in default or have liability to mitigate the effects Landlord because of such Force Majeure event, remedy its inability Tenant’s failure to perform, and resume full performance perform any of its obligations hereunder. A Party suffering under this Lease (other than an obligation to pay money) if the failure is due in part or in full to a Force Majeure event (“Affected Party”) shall notify Event. If this Lease specifies a time period for performance of an obligation by Tenant, that time period will be extended by the other Party (“Non-Affected Party”) period of any delay in writing (“Notice of Tenant’s performance caused by the Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if If and to the extent it shall be delayed that the performance by either party (in or prevented from performing or carrying out any of such capacity, the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party of any of its obligations pursuant to this Agreement or any applicable order of any court or regulatory authority is prevented directly by any natural disaster, catastrophic weather event, terrorism, war, or riot (each, a “Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event), the scope of commitments under the Agreement affected and such non- performance could not have been prevented by the eventAffected Party through the use of reasonable precautions (including the business continuity requirements set forth in this Agreement), and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, then the Affected Party shall not be relieved excused for such non-performance of its responsibility to fully perform as to all other commitments in the Agreement. If those obligations affected by the Force Majeure event Event as long as such Force Majeure Event continues, provided that the Affected Party continues for to use commercially reasonable efforts to recommence performance to the extent reasonably possible without delay. For the avoidance of doubt, a period Force Majeure Event that renders Vanguard unable to transmit payments when due hereunder shall not excuse Vanguard from rendering such payment promptly upon the end of more such Force Majeure Event. The Affected Party shall promptly notify the other party of the occurrence of the Force Majeure Event as soon as possible (and in any event, no later than 90 one (1) business day after the Force Majeure Event has concluded and performance has recommenced) and describe in reasonable detail the nature of the Force Majeure Event. The occurrence of the Force Majeure Event does not excuse, limit or otherwise affect Advisor’s obligation to provide either normal recovery procedures or any other disaster recovery services described herein except to the extent that such procedures or services are directly affected by such Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event prevents, hinders, or delays performance by Advisor beyond fifteen (15) calendar days from the date of the Notice conclusion of the Force Majeure Event, the Non-Affected Party shall Vanguard will be entitled, at its sole discretion, entitled to terminate the Agreementthis Agreement for cause immediately upon notice to Advisor without regard to any cure period and without payment of any termination fee or other liability and may pursue any and all available rights and remedies.

Force Majeure. A Party Neither party shall not be considered to be held liable for any delay or failure in default performance of all or breach a portion of the Services or Additional Services or of any part of this AgreementAgreement from any cause beyond its reasonable control which, with the observation of its duties herein and reasonable care, could not have been avoided or promptly remediated (including, but not limited to, acts of God, acts of civil or military authority, governmental regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents and floods, each a “Force Majeure Event”). Upon the occurrence of a condition described in this Section 15.1, the party whose performance is prevented or delayed shall be excused from performance or liability for damages give immediate written notice to the other Partyparty describing the affected performance (“Affected Performance”), if and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the extent it shall be delayed in or prevented from performing or carrying out any impact, on both parties, of such condition. The parties agree that the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which party whose performance is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event affected shall use commercially reasonable diligence efforts to remove minimize the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required delay caused by the Force Majeure eventEvents and recommence the Affected Performance. Each Party shall use its best efforts to mitigate FNF may immediately cease paying for that part of the effects of such Force Majeure event, remedy its inability Affected Performance which LPS is unable to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure In the event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected delay caused by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Event lasts for a period of more than 90 fifteen (15) days, the parties shall negotiate an equitable modification to this Agreement with respect to the Affected Performance. If the parties are unable to agree upon an equitable modification within ten (10) days from after such fifteen (15) day period has expired, then either party shall be entitled to serve thirty (30) days notice of termination on the date other party with respect to only such Affected Performance. If the Force Majeure Event for such Affected Performance is continuing upon the expiration of such thirty (30) day notice period the portion of this Agreement relating to the Affected Performance shall automatically terminate. The remaining portion of this Agreement that does not involve the Affected Performance shall continue in full force and effect. In such event LPS shall be entitled to be paid for that portion of the Notice Affected Performance for which it has completed or in the process of Force Majeure Event, completing through the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementtermination date.

Force Majeure. A Neither Party shall not be considered to will be in default breach or breach of liable for any delay or failure in its performance under this Agreement (except with respect to any payment obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and ) to the extent it shall be such performance is prevented or delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident due to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove Event, provided that: (a) the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each non-performing Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify will give the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) notice as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate occurrence of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event; and (b) the Party whose performance is delayed or prevented will proceed with all commercially reasonable efforts to overcome the events or circumstances preventing or delaying performance . For purposes of this Agreement, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of "Force Majeure Event, " shall mean any act or event that (i) renders it impossible or impractical for the Non-Affected affected Party shall be entitled, at to perform its sole discretion, to terminate obligations under the Agreement, and (ii) is beyond the reasonable control of the affected Party. By way of example and not limitation, a Force Majeure Event may include catastrophic storms or floods, lightning, earthquakes and other acts of God, wars, civil disturbances, revolts, insurrections, terrorist activity, sabotage, theft, vandalism, cable cuts or other actions by third parties, commercial embargoes, transportation disasters, fires, explosions, failures of suppliers, actions of a Governmental Authority that were not requested , promoted or caused by the affected Party, loss of a right to use intellectual property or a determination that provision or use of the Services infringes or may infringe the intellectual property rights of a third party, and Changes in Law. If any portion of a Service is provided on Third Party Facilities, then in no event shall any Force Majeure Event occurring on such Third Party Facilities or the unavailability, incompatibility, delay in installation, or other impairment of Third Party Facilities excuse Buyer's obligation to pay Seller all rates and charges applicable to the Services, whether or not such Services are useable by Buyer.

Force Majeure. A 17.1. In so far as either Party (for the purposes of this clause 17, the “Affected Party”) is prevented from performing any of its obligations under this Agreement due to an event or circumstance of Force Majeure, then, subject to compliance in full with the requirements of this clause 17, the Affected Party shall not be considered to be in default or breach of this Agreement, and shall be excused relieved from performance or liability such obligations for damages to the other Party, if so long as and to the extent it that the event or circumstance of Force Majeure continues to prevent such performance. For the avoidance of doubt, UKPN shall be delayed in or treated as being prevented from performing its obligations under this Agreement by reason of Force Majeure where lightning strikes or carrying out any similar weather or other natural phenomena are expected in the geographical area of the provisions SPN Network and it is reasonably necessary for UKPN to suspend the Power Potential Service acting in accordance with Good Industry Practice. 17.2. The Affected Party shall notify the other Party in writing immediately upon becoming aware of this Agreement, arising out of or from any act, omission, an event or circumstance by or in consequence of any act of GodForce Majeure, labor disturbancedescribing the Force Majeure (including, sabotagewithout limitation, failure of contractors or suppliers of materials, act the nature of the public enemyoccurrence and its expected duration) and the obligations which it is prevented from performing and shall continue to furnish regular reports with respect thereto to the other Party during the period of Force Majeure. 17.3. The Affected Party shall take, warat its own cost, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident all steps reasonably required to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon remedy the property or equipment effects of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend restore its performance of its obligations in any greater scope full. 17.4. For the avoidance of doubt the non-performance of either Party's obligations pursuant to this Agreement arising prior to the event or for any longer duration than is required by circumstance of Force Majeure, shall not be excused as a result of the event or circumstance of Force Majeure eventMajeure. 17.5. Each Either Party shall use its best efforts have a right to mitigate terminate this Agreement if the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of Affected Party has been prevented from performing its obligations hereunder. A Party suffering a Force Majeure due to an event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice or circumstance of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a continuous period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementthree (3) months or more.

Force Majeure. A Party shall not Neither Manufacturer nor any of its Subsidiaries, Affiliates or Representatives will be considered liable for any Losses to be the extent resulting from delay in default or breach of this Agreement, and shall be excused from performance or liability nonperformance caused by circumstances reasonably beyond the control of the party affected, including, but not limited to, acts of God, fire, explosion, flood, civil disturbance, acts of terrorism, hurricanes, tornadoes, riots, interference by any Governmental Entity, accident, strike, labor trouble or shortage, injunction, failure to supply or delay on the part of contractors, pandemic, public health emergencies (whether or not a pandemic or public health emergency has actually been declared by any governmental body or pseudo governmental body), government mandated quarantines, shelter in place orders, bans on public gatherings, travel restrictions, lock-downs, or shut downs of public services, disruption of Internet access, including access disruptions as a result of any virus, worm or Trojan horse, or failure of public infrastructure or energy sources, inability to obtain material, equipment or transportation (each, a “Force Majeure Event”). In any such event, Manufacturer’s obligations under this Agreement will be postponed for damages such time as its performance is suspended or delayed on account thereof. Manufacturer will notify Buyer, either orally or in writing, as promptly as practicable after learning of the occurrence of such Force Majeure Event. If a Force Majeure Event affects the Manufacture of Products by Manufacturer hereunder, Manufacturer will use commercially reasonable efforts to the other Party, if remove such Force Majeure Event as soon as and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond reasonably and practically possible. During such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, (a) Manufacturer will use commercially reasonable efforts to remove such Force Majeure Event as soon as and to the Affected Party shall not extent reasonably and practically possible, and (b) Buyer will have the right to acquire Products from an alternative source, at such Buyer’s sole cost and expense, and without liability to Manufacturer, for the period and to the extent reasonably necessitated by such non-performance and will be relieved of its responsibility the obligation to fully perform as to all other commitments in pay any Total Product Costs or any Manufacturing Fee for such Products. Upon the Agreement. If the Force Majeure event continues for cessation of a period of more than 90 days from the date of the Notice of Force Majeure Event, Manufacturer will use commercially reasonable efforts to resume its performance consistent with Forecast mechanism described in Section 3(b) above with the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementleast practicable delay.

Force Majeure. A (a) The Parties shall use commercially reasonable efforts to provide, or cause to be provided, the Services without interruption. In the event that any Party providing, or causing to be provided, Services is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, fire, explosion, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster, labor strikes, civil unrest and/or riots) (each, a “Force Majeure Event”), such Party shall not be considered obligated to be in default or breach of this Agreementdeliver the affected Services during such period, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and would have received such Services shall not be entitled obligated to suspend performance of its obligations in any greater scope or pay for any longer duration than is required by Services not delivered. (b) Upon the Force Majeure event. Each Party shall use its best efforts to mitigate the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected affected Party shall not be relieved promptly give written notice to the other Party of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date Event upon which it intends to rely to excuse its performance, and of the Notice expected duration of such Force Majeure Event. The duties and obligations of such Party hereunder shall be tolled for the duration of the Force Majeure Event, but only to the extent that the Force Majeure Event prevents such Party from performing its duties and obligations hereunder. (c) During the duration of a Force Majeure Event, the Non-Affected affected Party shall be entitleduse commercially reasonable efforts to avoid or remove such Force Majeure Event, at and shall use commercially reasonable efforts to resume its sole discretionperformance under this Agreement with the least practicable delay. From and during the occurrence of a Force Majeure Event, the other Party may replace the affected Services by providing such Services for itself or engaging a third party to terminate provide such Services. (d) For the Agreementperiod beginning sixty (60) days after the occurrence of a Force Majeure Event and ending upon the termination of such Force Majeure Event, the affected Party shall pay or reimburse, as applicable, the difference, if any, between (i) all of the other Party’s reasonable costs associated with any replacement Services and (ii) the amount the other Party would have paid to such Party under the terms of this Agreement for the provision of such Services had such Party continued to perform such Services.

Force Majeure. A Neither Party shall not be considered liable for failure to be perform ------------- or delay in default or breach of performing any obligation under this Agreement, and shall be excused from performance or liability for damages except the obligation to the other Partymake payments when due, if and such failure or delay is due to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementforce majeure, arising out of or from any actincluding, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemybut not limited to, war, invasionembargo, riot, insurrection, riot, sabotage or other civil unrest; fire, storm, flood, ice, earthquake, explosion, epidemicflood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, breakage labor, containers, or accident transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to machinery transportation; strike or equipment other labor disturbances; government restraints or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the affected party; provided, however, that the Party or property or equipment of others which is deemed under so failing to perform shall (i) as soon as possible, inform the Operational Control other Party of the Party. A Force Majeure event does not include an act occurrence of negligence the circumstances preventing or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove delaying the condition that prevents performance and shall not be entitled to suspend performance of its obligations in obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any greater scope of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for any longer duration than is required by the Force Majeure event. Each as long as such circumstances prevail and such Party shall continues to use its best efforts to mitigate recommence performance or observance whenever and to whatever extent possible without delay. In the effects event that, by operation of such Force Majeure eventlaw or governmental decree, remedy its inability it becomes illegal to performmarket and sell a Product, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) Purchaser shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility obligations under this Agreement (other than the obligation to fully perform as make any payment due hereunder) only to all the extent that they relate to such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other commitments Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the Agreementcircumstances caused by the force majeure. If the Force Majeure event continues for a period Parties fail to agree on such modifications within thirty (30) calendar days after notice of more than 90 the force majeure is delivered, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days from after the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementwritten notice.

Force Majeure. A Party Either party's failure or inability to make or take any ------------- delivery or deliveries when due, or the failure or inability of either party to effect timely performance of any other obligation required of it hereunder, except any obligation to pay money, if caused by Force Majeure (as defined herein) shall not constitute a default hereunder or subject the party claiming Force Majeure to any liability to the other party, if the party so claiming shall have promptly notified the other party of the existence and expected duration thereof and the estimated effect thereof on its ability to perform hereunder. The party claiming Force Majeure shall promptly notify the other party when the Force Majeure has ceased to affect its ability to perform hereunder. In the event of Force Majeure, the total quantities to be delivered hereunder shall be reduced to the extent of deliveries omitted during the Force Majeure period and as a result of the Force Majeure. For so long as Seller's ability to perform is affected by Force Majeure, Seller shall allocate its total production among its various requirements therefor among Purchaser ** and other large customers on a basis which is more favorable than the allocation of Product to any ** other large customer, and Seller shall not be considered obligated to procure any quantity of Product from any alternate producer or supplier and Seller shall not be in default or breach liable for resulting incomplete fulfillment of this Agreement. As used herein, "Force Majeure" means and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of includes any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, warany accident, invasion, insurrection, riotexplosion, fire, storm, earthquake, flood, icedrought, earthquakeperils at sea, explosionstrikes, epidemiclockouts, breakage labor disputes, riots, sabotage, embargo, war (whether or accident not declared and whether or not the United States of America is a participant), prorations mandated by federal, state, provincial or municipal law, failure or delay of transportation beyond the reasonable control of the party affected thereby, inability to machinery obtain raw materials, supplies, equipment, fuel, power, labor, or equipment other operational necessity beyond the reasonable control of the party affected thereby, interruption or curtailment of power supply, or any other cause circumstance of a similar or causes different nature beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party party affected thereby. In this connection, neither party shall be required to resolve labor disputes or property disputes with suppliers of raw materials, supplies, equipment, fuel or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence power, except in accordance with such party's business judgment as to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts interest. ------------ ** These portions of this agreement were omitted and filed separately with the Commission pursuant to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereundera request for confidential treatment. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.-8-

Force Majeure. A Party shall not Neither party will be considered to be responsible for any failure or delay in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, and not due to the fault or negligence of such party (such fault or negligence including, without limitation, (i) the failure of a party to maintain commercially reasonable precautions against such event and (ii) the failure of a party to maintain commercially reasonable procedures to mitigate against the effect of any such event [such as, but not limited to, redundant systems and manual procedures]). Subject to the foregoing restrictions, force majeure events may include, but are not limited to, acts of God, flood, criminal acts, fire, riot, computer viruses or hackers, in each event where such party has utilized commercially reasonable means to anticipate and prevent the same, accident, strikes or work stoppage, embargo, sabotage, terrorism, inability to obtain material, government action (including any greater scope laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Agreement), and other similar causes whether or not of the same class or kind as specifically named above in each event where such party has utilized commercially reasonable means to anticipate and prevent the same. In the event a party is unable to perform substantially for any longer duration than is required by of the Force Majeure eventreasons described in this Section, it will notify the other party promptly of its inability so to perform, and if the inability continues for at least ninety (90) consecutive calendar days (ten (10) calendar days in the cases of credit authorizations, processing of new Accounts and payment obligations and thirty (30) calendar days in the event such failure to timely perform otherwise results in a material adverse effect on the other party), the party so notified may then terminate this Agreement forthwith. Each Party The party unable to perform shall use its best efforts to avoid or remove such circumstance and such party unable to perform shall use its best efforts to mitigate the effects of such Force Majeure eventevent and continue performance hereunder with the utmost dispatch both during the continuance of such event and whenever such causes are removed. The foregoing shall not limit or excuse a party’s payment obligations under this Agreement, remedy its inability provided that the parties acknowledge that, subject to perform, the foregoing restrictions and resume full performance obligations and the provisions of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventSchedule 3.5(a), the scope timing of commitments under the Agreement affected by the such payment obligations may be disrupted due to a force majeure event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Party shall not be considered to be in default or breach 1. For the purposes of this Agreement, and shall be excused from performance or liability for damages a "Force Majeure Event" affecting a Party means anything outside that Party's reasonable control, including but not limited to the other following events or circumstances (provided they are beyond the Party's reasonable control): (a) accident, if and to the extent it shall be delayed in fire, adverse weather conditions, flood, tidal conditions, earthquake, explosion, or prevented from performing like natural disasters, blockages or carrying out any ports, civil commotion, outbreak of the provisions of this Agreementhostilities, arising out of or from any terrorist act, omission, or circumstance by or in consequence declaration of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemywar, war, invasion, insurrectionrebellion, riotepidemic or declarations of a state of emergency; (b) strikes, firestopworks, stormlockouts, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment boycotts or any other cause form or causes beyond such Party’s reasonable controlindustrial dispute or labour shortage; (c) breakdown, including accidental or malicious damage or destruction of any curtailmentBunge's Facility; (d) failure, order, regulation, disruption or restriction imposed by governmental, military delay in transportation; (e) executive or lawfully established civilian authorities, administrative order or by making act of repairs necessitated by an emergency circumstance not limited either general or particular application of any Government or any official purporting to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed act under the Operational Control authority of that Government, prohibitions or restrictions by domestic or foreign Laws, regulations or policies, quarantine or custom restrictions or prohibitions on export; and (f) acts or omissions of any third party (including without limitation, Governments, Government agencies, subcontractors or customers). 2. Subject to Clause 35.4, if a Party (in this Clause, the "Affected Party. A Force Majeure event does not include an act of negligence ") is wholly or Intentional Wrongdoing partially precluded from complying with its obligations under this Agreement by a Party. Any Party claiming a Force Majeure event Event, then the Affected Party's obligations to perform in accordance with the terms of this Agreement shall use reasonable diligence to remove be suspended for the condition that prevents performance and shall not be entitled to suspend performance duration of its obligations in any greater scope or for any longer duration than is required by the of the Force Majeure eventEvent. 3. Each Party shall use its best efforts to mitigate As soon as reasonably possible after the effects of such Force Majeure eventEvent arises, remedy its inability to perform, and resume full performance of its obligations hereunder. A the Affected Party suffering a Force Majeure event (“Affected Party”) shall must notify the other Party of: (“Non-Affected Party”a) in writing (“Notice the nature of the Force Majeure Event”; (b) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, ; (c) which obligations the Affected Party shall believes it is wholly or partially precluded from complying with as a result of the Force Majeure Event (the "Affected Obligations"); (d) the extent to which the Force Majeure Event precludes the Affected Party from performing the Affected Obligations; (e) the expected duration of the delay arising as a result of the Force Majeure Event; and (f) the steps that are being taken by the Affected Party to minimize the Force Majeure Event. 4. Despite any other provision of this Agreement, the occurrence of a Force Majeure Event will not be relieved relieve the Company of its responsibility the obligation to fully perform as pay any amounts owing under this Agreement prior to all notice being given in accordance with Clause 35.2 including but not limited to the payment of the Storage and Handling Fees or any other commitments in the amounts owing under this Agreement. 5. If the Affected Party is relieved from performing the Agreement under Clause 35 due to Force Majeure event continues for a period of more than 90 days from exceeding 60 Business Days, either Party may terminate this Agreement with immediate effect by written notice to the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementother Party.

Force Majeure. A No delay or failure of performance of any obligation under this Agreement by either Party shall not be considered constitute default hereunder or give rise to be in default or breach of this Agreement, and shall be excused from performance or liability any claims for damages to the other Party, (if and any) to the extent it shall be delayed in that such delay or prevented from performing or carrying out any of failure: (i) is beyond the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control; or (ii) results from an event or condition which is unforeseeable or which if foreseeable cannot by the exercise of reasonable diligence be prevented or avoided (“Force Majeure”). Force Majeure events shall include: (i) in relation to Seller’s Plant and Buyer’s Nominated Plants (the “Affected Plant”), including any curtailmentact of war (whether declared or undeclared), orderinvasion, regulationarmed conflict or act of foreign enemy, blockade, embargo, revolution, riot, civil commotion, act or campaign of terrorism, or restriction imposed sabotage; any government nationalization, sequestration or expropriation; strike, work to rule or go-slow; changes in any law applicable to the Affected Plant; adverse weather conditions affecting production by governmentalan Affected Plant, military or lawfully established civilian authoritieslightning, fire, earthquake, tsunami, storm, cyclone, typhoon, or by making tornado; fire, epidemic or plague; radioactive contamination or ionizing radiation; explosion; or chemical contamination; (ii) the lapse, termination or revocation of repairs necessitated by an emergency circumstance not limited any consent, permit or license (to those listed above upon the property or equipment extent beyond the reasonable control of the affected Party); and (iii) except to the extent caused by a failure of the affected Party to act in accordance with good industry practice in the Affected Plant: failure of any material piece of equipment at the Affected Plant; a delay or failure in supply of fuel, feedstock, catalyst or any other raw material or any utility of any kind necessary for the operation of the Affected Plant; and a delay in the performance of any contractor or subcontractor; provided always that such event is not caused by the negligence or intentional action of a Party or property their respective agents or equipment of others which is deemed under the Operational Control of the Party. A employees, and provided further that neither Party shall declare Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence with respect to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of unless the declaring Party also declares Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, with respect to its other purchasers and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuppliers.

Force Majeure. A Party shall not be considered (A) Subject to be the remaining sub-clauses in default or breach of this Agreementclause 17, and the party affected shall be excused from performance of its obligations under or liability for damages pursuant to the other Partythis agreement if, if and to the extent that, and for the period during which, performance of such obligations in the relevant Territory is delayed, hindered or prevented by Force Majeure (and the other party shall be excused from any corresponding obligations). (B) During the period of any such Force Majeure affecting a JD Affiliate, the Unilever Affiliate in the relevant Territory shall, upon prior written notice of such intention from such Unilever Affiliate to the relevant JDI Affiliate, have the right, at its own risk and cost, to make alternative arrangements for the promotion and sale of the Products to the extent that such Force Majeure affects the ability of the JDI Affiliate to perform its obligations under this agreement. The relevant JDI Affiliate shall co-operate with the relevant Unilever Affiliate in such regard. (C) If a party is prevented in whole or in part from performing its obligations by reason of Force Majeure or is aware of the likelihood of being so prevented, it shall be delayed notify the other relevant party in or prevented from performing or carrying out any writing immediately of the cause and extent of such non-performance or likely non-performance, the date or likely date of commencement thereof and the means proposed to be adopted to remedy or ▇▇▇▇▇ the Force Majeure and the relevant parties shall without prejudice to the other provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident clause consult with a view to machinery or equipment or any other cause or causes beyond taking such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not steps as may be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts appropriate to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of on such parties. (D) Any party prevented from performing its obligations hereunder. A Party suffering a under this agreement by reason of Force Majeure event shall: (“Affected Party”i) use reasonable endeavours to remedy or ▇▇▇▇▇ the Force Majeure as expeditiously as possible, save that, for the avoidance of doubt, nothing in this agreement shall require any party to settle or compromise any strike or labour dispute where such party is acting as a Reasonable and Prudent Operator in relation to such strike or labour dispute; (ii) keep the other relevant parties regularly informed during the period of Force Majeure as to when resumption of performance shall, or is likely to, occur; (iii) notify the other Party parties when the Force Majeure has ceased or the circumstances have changed to an extent which permits resumption of performance to occur; and (“Non-Affected Party”iv) in writing (“Notice resume performance as expeditiously as possible after the end of the period of Force Majeure Event”or where the circumstances have changed to an extent which permits resumption of such performance. (E) as soon as reasonably practicable specifying the cause of the event, the scope of commitments If any JDI Affiliate fails to perform its obligations under the Agreement affected by the event, and a good faith estimate of the time required this agreement due to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the and such Force Majeure event continues (i) has been, or is reasonably expected to be, in effect for a period of more than 90 days from 10 Business Days, or (ii) has had, or is reasonably expected to have, a material adverse effect on the date of Unilever Parties’ or any Unilever Affiliate’s operations or business in a particular Territory to which the Notice of Force Majeure Eventrelevant service is being or has been provided, the Non-Affected Party relevant Unilever Affiliate may give such JDI Affiliate a written notice immediately terminating this agreement in that Territory. The provisions of clause 12 shall be entitled, at its sole discretion, apply to terminate the Agreementany such termination.

Force Majeure. A Party Neither party shall be held liable or responsible for delay or failure to perform any of such party’s obligations under this Agreement occasioned by any cause beyond its reasonable control, including but not be considered limited to war, acts of God, acts of terrorism, civil disturbance, fire, flood, earthquake, epidemic, quarantine restrictions, unusually severe weather, acts or defaults of common carriers, freight embargoes, strike or other labor trouble, lack of or inability to obtain raw materials, transportation, labor, fuel or supplies; power outages, governmental laws, acts, regulations, embargoes, or orders (whether or not such later prove to be in default invalid), or breach any other cause, contingency or circumstance within or without the United States not subject to such party’s reasonable control (a “Force Majeure Event”). The party suffering a Force Majeure Event shall promptly notify the other party of this Agreement, and such Force Majeure Event. A party shall be excused from its performance or liability for damages to the extent caused by such Force Majeure Event; provided that such party (i) gives notice of the Force Majeure Event to the other Partyparty promptly after its occurrence, if (ii) uses its reasonable efforts (including executing any disaster plan) to overcome, mitigate and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventevent preventing or delaying performance, (iii) continues the scope performance of commitments all its obligations under the this Agreement affected by the event, that are not prevented or delayed and a good faith estimate (iv) upon cessation of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, promptly performs or completes performance of the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementobligations which were prevented or delayed. If the Force Majeure event Licensee’s inability to perform continues for a period of sixty (60) days or more than 90 days from the date notification to Licensor of the Notice of Force Majeure Event, Licensor shall have the Non-Affected Party shall be entitled, at its sole discretion, right to terminate the Agreementits obligations to Licensee with no further liability under this Agreement upon prompt written notice.

Force Majeure. A 30.1 Any non-performance or delay in performance by any Party shall not be considered hereto of any of its obligations under this Contract, or in fulfilling any condition of any License or Lease granted to be such Party, or in default meeting any requirement of the Act, the Rules or breach any License or Lease, shall, except for the payment of monies due under this AgreementContract or under the Act and the Rules or any law, and shall be excused from performance or liability for damages to the other Partyif, if and to the extent that, such non-performance or delay in performance under this Contract is caused by Force Majeure as defined in this Article. 30.2 For the purpose of this Contract, the term Force Majeure means any cause or event, other than the unavailability of funds, whether similar to or different from those enumerated herein, lying beyond the reasonable control of, and unanticipated or unforeseeable by, and not brought about at the instance of, the Party claiming to be affected by such event, or which, if anticipated or foreseeable, could not be avoided or provided for, and which has caused the non-performance or delay in performance. Without limitation to the generality of the foregoing, the term Force Majeure shall include natural phenomena or calamities, earthquakes, typhoons, fires, wars declared or undeclared, hostilities, invasions, blockades, riots, strikes, insurrection and civil disturbances but shall not include the unavailability of funds. 30.3 Where a Party is claiming suspension of its obligations on account of Force Majeure, it shall be delayed promptly, but in or prevented from performing or carrying out any no case later than thirty (30) days after the occurrence of the provisions event of this AgreementForce Majeure, arising out of or from any act, omission, or circumstance by or notify the Management Committee in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act writing giving full particulars of the public enemyForce Majeure, warthe estimated duration thereof, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident the obligations affected and the reasons for its suspension. 30.4 A Party claiming Force Majeure shall exercise reasonable diligence to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited seek to those listed above upon overcome the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence and to remove mitigate the condition that prevents performance and shall not be entitled to suspend effects thereof on the performance of its obligations in any greater scope or for any under this Contract. The Party affected shall promptly notify the Management Committee as soon as the Force Majeure event has been removed and no longer duration than is required by prevents it from complying with the obligations which have been suspended and shall thereafter resume compliance with such obligations as soon as possible. 30.5 The Party asserting the claim of Force Majeure shall provide: (i) the details of the Force Majeure event. Each ; (ii) the measures being taken by the Party to mitigate the management of the Force Majeure event (if any means are possible); (iii) estimate off the time period for which the effect of the Force Majeure is expected to prevail. 30.6 Where a Party is prevented from exercising any rights or performing any obligations under this Contract due to Force Majeure, the time for the performance of the obligations affected thereby and for performance of any obligation or the exercise of any right dependent thereon, and the term of any Exploration Phase of the Exploration Period or this Contract, may be extended to the extent of Force Majeure period or by such period as may be approved by the Government (acting through DGH) based on the recommendation of the Management Committee. 30.7 Notwithstanding anything contained herein above, if an event of Force Majeure occurs and is likely to continue for a period in excess of thirty (30) days, the Parties shall use its best efforts meet to discuss the consequences of the Force Majeure and the course of action to be taken to mitigate the effects of such Force Majeure event, remedy its inability thereof or to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified be adopted in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementcircumstances.

Force Majeure. A Party shall not be considered to be 56.34.1 As used in default or breach of this Agreement, and a Force Majeure Event shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of mean “any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionacts of terrorism, insurrection, riot, fire, storm, storm or flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment through no direct, indirect, or contributory act of a Party, any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the any other cause beyond a Party’s control. A Force Majeure event Event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming wrongdoing.” 56.43.2 If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party from fulfilling any obligations under this Agreement, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required Party affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall promptly notify the other Party (“Non-Affected Party”) in writing (“Notice of the existence of the Force Majeure Event”) as soon as reasonably practicable specifying . The notification must specify in reasonable detail the cause circumstances of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the expected duration, and the steps that the Affected Party is taking to mitigate the effects of the event on its performance, and if the initial notification was verbal, it should be promptly followed up with a written notification. The Affected Party shall not be relieved keep the other Party informed on a continuing basis of its responsibility developments relating to fully perform as to all other commitments in the Agreement. If the Force Majeure Event until the event continues for a period ends. The Affected Party will be entitled to suspend or modify its performance of more obligations under this Agreement (other than 90 days from the date obligation to make payments) only to the extent that the effect of the Notice of Force Majeure Event, the Non-Event cannot be reasonably mitigated. The Affected Party will use reasonable efforts to resume its performance as soon as possible. The Parties shall be entitled, at its sole discretion, immediately report to terminate the AgreementCommission should a Force Majeure Event prevent performance of an action required by Rule that the Rule does not permit the Parties to mutually waive.

Force Majeure. A If any Party shall not be considered is unable to be in default carry out the whole or breach any part of its obligations under this AgreementAgreement by reason of a Force Majeure Event, and then the performance of the obligations under this Agreement of such Party as they are affected by such cause shall be excused during the continuance of the inability so caused, except that should such inability not be remedied [***] after the date of such cause, the Party not so affected may at any time after the expiration of such [***] period, during the continuance of such inability, terminate this Agreement on giving written notice to the other Party and without payment of a termination fee or other penalty. To the extent that the Party not affected by a Force Majeure Event is unable to carry out the whole or any part of its obligations under this Agreement because a prerequisite obligation of the Party so affected has not been performed, the Party not affected by a Force Majeure Event also is excused from such performance during such period. A “Force Majeure Event” as used in this Agreement shall mean an unanticipated event that is not reasonably within the control of the affected Party or liability for damages its subcontractors (including, but not limited to, acts of God, acts of governmental authorities, strikes, war, riot and any other causes of such nature), and which by exercise of reasonable due diligence, such affected Party or its subcontractors could not reasonably have been expected to avoid, overcome or obtain, or cause to be obtained, a commercially reasonable substitute therefor. No Party shall be relieved of its obligations hereunder if its failure of performance is due to removable or remediable causes which such Party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of a Force Majeure Event shall give prompt notice of such fact to the other Party, if followed by written confirmation of notice, and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable exercise due diligence to remove such inability with all reasonable dispatch and to execute the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement’s Business Continuity Plan.

Force Majeure. A Except for the obligation to pay for Services already provided, neither Party nor any of their respective Affiliates (nor any Person acting on its or their behalf) shall not be considered to be in default or breach of this Agreement, and shall be excused from performance bear any responsibility or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, Losses arising out of any delay, inability to perform or from any actinterruption of its performance of obligations under this TSA due to events beyond the reasonable control of such Party (hereinafter referred to as a “Force Majeure Event”), omission, or circumstance by or in consequence of any act including acts of God, labor disturbanceacts of governmental authority, sabotage, failure of contractors or suppliers of materials, act acts of the public enemyenemy or due to terrorism, war, invasionriot, flood, civil commotion, insurrection, riotstrike or labor difficulty, firesevere or adverse weather conditions, stormlack of or shortage of electrical power, flood, ice, earthquake, explosion, epidemic, breakage systemic malfunctions of equipment or accident to machinery or equipment software programs or any other cause beyond the reasonable control of Service Provider or causes beyond its Affiliates or its or their third party service providers whose performance is affected by the Force Majeure Event. In such Party’s reasonable controlevent, including any curtailment, order, regulation, the obligations hereunder of such Party in providing the impacted Service or restriction imposed by governmental, military performing its obligations under this TSA shall be suspended for such time as its performance is suspended or lawfully established civilian authorities, delayed on account thereof but only to the extent that the Force Majeure Event prevents such Party or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon its Affiliates from performing its duties and obligations hereunder. During the property or equipment duration of the Force Majeure Event, such Party shall use all commercially reasonable efforts to avoid or property or equipment of others which is deemed remove such Force Majeure Event and shall use all commercially reasonable efforts to resume its performance under this TSA with the Operational Control of the Partyleast practicable delay. A Force Majeure event does Event shall not include an act of negligence toll or Intentional Wrongdoing by a Partyotherwise extend the Transition Term. Any Party claiming Service Recipient shall not be obligated to pay Service Provider for Services with respect to the period when Service Provider is not providing such Services due to a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance Event and shall not be entitled to suspend performance of its obligations in any greater scope or Service Recipient waives all claims for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementdamages related thereto.

Force Majeure. A Party shall Provided the event of Force Majeure is not be considered caused or contributed to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other by such Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment obligations of the Party or property or equipment affected by the event of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove (the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify be suspended, to the extent that they are affected by the event of Force Majeure, from the date the Affected Party gives written notice thereof until cessation of the event of Force Majeure, provided that the Affected Party (a) shall use its commercially reasonable efforts to remove or lessen the effect of that event of Force Majeure affecting its obligations hereunder (provided, however, that settlement of strikes, work stoppages (or deteriorations), slowdowns or other labour actions affecting Purchaser shall be within the discretion of Purchaser) and (b) report to the other Party (“Non-Affected Party”) in writing (“Notice on a regular basis) of the steps taken by it to remove or lessen the effect of that event of Force Majeure. The written notice referred to in the sentence above shall contain the full particulars of the event of Force Majeure Event”) as soon as reasonably practicable specifying including its nature and likely duration, a description of which obligations have been prevented or delayed and the cause nature and extent of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate effects of the time required to restore full performance. Except for those commitments identified in the Notice event of Force Majeure Eventon such obligations. Events of “Force Majeure” are events that are beyond the reasonable control of a Party, the Affected which prevent such Party shall not be relieved from performing any of its responsibility obligations under this Service Order, including but not limited to fully perform as to all change in Law, war (whether declared or not), revolution, riots, insurrection, civil commotion, invasion, armed conflict, hostile act of a foreign enemy, acts of terrorism, sabotage, explosions, fires, radiation or chemical contamination, acts of God, plague or other commitments serious epidemic, electricity supply interruptions and power failures and, solely in respect of Purchaser, strikes, work stoppages (or deteriorations), slowdowns or other labour actions affecting Purchaser; but excluding, in respect of Contractor: (i) any breakdown or failure in respect of Contractor’s machinery, equipment, materials or supplies (except where any such breakdown or failure is caused by another event or circumstance which is not excluded under this Section 21 but would otherwise fall within the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice definition of Force Majeure Eventas set out herein); (ii) any strikes, work stoppages (or deteriorations), slowdowns or other labour actions directed solely at Contractor or solely involving its employees or Contractor Parties; (iii) any adverse effect of market conditions or any direct or indirect delay in obtaining, or failure to obtain, any labour, materials, equipment or other resources for the Non-Affected Services (except where any such delay or failure is caused by another event or circumstance which is not excluded under this Section 21 but would otherwise fall within the definition of Force Majeure as set out herein); (iv) any failure (financial or otherwise) or delay of any Contractor Party shall be entitled, at its sole discretion, or employee of Contractor; or (v) any event or circumstance due to terminate any error or defect arising out of the Agreementperformance of the Services.‌ 22.

Force Majeure. A Force Majeure in respect of any Party shall means an event beyond the reasonable control of that Party, its contractors or sub-contractors without the fault or negligence of that Party and was not be considered reasonably foreseeable and providing that such event materially and adversely affects the ability of such Party to be in default or breach of perform its obligations under this Agreement, including but not limited to, war or civil war (whether declared or undeclared and shall be excused from performance including the serious threat of same) or liability for damages to the other Partyarmed conflict, if invasion and to the extent it shall be delayed in acts of foreign enemies, riots, sabotage, blockage and embargos, civil unrest, commotion or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omissionrebellion, or circumstance by any act or in consequence credible threat of terrorism, any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, stormearthquake, flood, iceextraordinary storm, earthquakenuclear, chemical or biological contamination or explosion, plague, epidemic, breakage theft, damage not caused by that Party, its contractors or accident to machinery sub-contractors, strikes not caused by that Party, its contractors or equipment sub-contractors, lock-outs or other industrial action of general application; any other cause act of any authority (including delaying or causes beyond such Party’s reasonable controlrefusing of licenses, including any curtailmentwayleaves and/or restriction on construction work), order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A explosion and fire (each a “Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a PartyEvent”). Any Party claiming If a Force Majeure event shall use reasonable diligence to remove Event prevents a Party (the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall from performing any of its obligations under the Agreement, the affected Party will be granted an extension to perform the relevant obligation. The Affected Party is obliged to notify the other Party (“Non-Affected Party”) in writing (“Notice about the material adverse effect of a Force Majeure Event”) as soon as reasonably practicable specifying Event on the cause performance of the event, the scope of commitments obligations under the Agreement affected by to the event, and a good faith estimate reasonable satisfaction of the time required to restore full performanceother Party. Except for those commitments identified in Upon the Notice cessation of the Force Majeure Event, the Affected Party shall not be relieved immediately notify the other Party of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date such cessation and resume performance of the Notice affected obligations. If, as a result of a Force Majeure Event, the Non-performance by the Affected Party of some but not all of its obligations under the Agreement are affected, the Affected Party shall be entitled, at its sole discretion, to terminate nevertheless remain liable for the Agreementperformance of those obligations not affected by Force Majeure Event.

Force Majeure. A Party 14.1 The parties shall not be considered to be in default or held liable for any breach of this the Order terms and conditions when such breach results from a force majeure event. Force majeure event shall mean: war, flood, fire, earthquake and other natural disasters, riots, changes to applicable legislation, and also power failures that could not reasonably be prevented by either Party, and which prevent the fulfilment of obligations under the Agreement, and which appearance is not the direct result of action or inaction of either Party. 14.2 A force majeure event makes it temporarily or permanently impossible to perform all or any part of a party’s obligations. Force majeure does not cover those events which would render performance of the obligations more difficult or more expensive. 14.3 The party affected by a force majeure event shall advise the other party as soon as it has become aware of such event. The party shall describe such event in detail and inform the other party of any relevant element capable of allowing its precise identification, and to determine its effects as to performance of its contractual obligations. The party invoking a force majeure event shall then inform the other party of its termination within the same period as provided for above. 14.4 A party failing in its obligation to inform in compliance with the procedure described in the above paragraph may not invoke a force majeure exemption. 14.5 The obligations of the party invoking force majeure shall be excused from suspended as long as they cannot be performed due to a force majeure event. Nevertheless such party shall, as far as it is possible, remedy the situation with due diligence. 14.6 In the event that performance under the Order is rendered impossible for more then three (3) months, either party may terminate or liability for damages rescind such Order by written notification to the other Partyparty, if unless the parties decide to amend the Order to take into account the new circumstances arising from such force majeure event. 14.7 The occurrence of a force majeure event may however not relieve the relevant party from its liability for any negligent conduct or lack of diligence to remedy the situation or to remove its cause in a reasonable and adequate manner. 14.8 A force majeure event may not give rise to a claim for damages. WABCO will only be liable to the extent it Supplier for such part of the Order which was performed before the force majeure event arose. Any pre-paid amount shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident refunded to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementWABCO.

Force Majeure. A Neither Party shall not be considered to be responsible for any delay or failure in default or breach performance of any part of this AgreementAgreement (other than obligations to make money payments, reimbursements or issue credits) resulting from any cause beyond the reasonable control of such Party, including acts of nature, acts of God, acts of civil or military authority, any law, order, regulation or ordinance of any government or legal body, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, power blackouts, or unusually severe weather. If a Force Majeure Event shall occur, the Party affected shall give prompt notice to the other Party of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof and/or be excused from such performance (and the other Party shall likewise be excused from performance or liability for damages of its obligations to the other extent such Party=s obligations related to the performance so interfered with). The affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the Parties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. In the event of any such excused delay in the performance of a Party=s obligation(s) under this Agreement, if the due date for the performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay and by a reasonable amount of time required to reconstruct network infrastructure or of the components thereof. Upon the elimination of the delaying condition and to the extent it the delaying condition was equally applicable to its own operations, the delaying Party shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of perform its obligations in any greater scope at a performance level no less than that which it uses for its own operations. In the event of such performance delay or for any longer duration than is required failure by CBT caused by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure force majeure event, remedy its inability CBT agrees to performresume performance in a nondiscriminatory manner, and resume full performance CBT agrees not to favor its own restoration of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice Telecommunications Services above that of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementSprint.

Force Majeure. A (a) Neither Party shall be considered in default or breach in the performance of their respective obligations hereunder to the extent that performance of any such obligation is prevented or delayed by a Force Majeure Event (defined in Section 4(b)). The affected Party’s obligation to perform the subject obligation hereunder shall be suspended during the tenure of the subject Force Majeure Event and such Party shall not be considered liable in damages or otherwise for a failure to be in default perform, if and only to the extent that such Party is unable to perform, or breach prevented from performing by a Force Majeure Event. As soon as reasonably possible after the occurrence of the Force Majeure Event, but no later than thirty (30) days following the date that the affected Party has knowledge that such occurrence qualifies or could qualify as a Force Majeure Event, the affected Party shall give the other Party written notice describing the particulars of the occurrence and its estimated duration. The Party affected by a Force Majeure Event shall use commercially reasonable efforts to recover from the effects of the Force Majeure Event and shall resume performance of its obligations hereunder as soon as reasonably practicable. (b) For purposes of this Agreement, and shall be excused from performance or liability for damages to “Force Majeure Event” means any circumstance not within the other Partyreasonable control of the Party affected, but only if and to the extent it shall be delayed in that: (i) such event is not due to the affected Party’s negligence or prevented from performing or carrying out willful misconduct; and (ii) such event is not the result of any failure of the provisions of this Agreement, arising out of or from affected Party to perform any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Subject to the foregoing conditions, Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice Events include: acts of Force Majeure Event”) as soon as reasonably practicable specifying the cause God; war; acts of the event, the scope public enemy; terrorism; riot; civil commotion; sabotage; fire; floods; landslide; volcanic eruption; epidemics; global pandemics; quarantine restrictions; embargos; and governmental authority decreed official state of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementemergency.

Force Majeure. A Party shall not be considered to be In the event Landlord or Tenant is in default or breach of this Agreementany way delayed, and shall be excused from performance or liability for damages to the other Partyimpeded, if and to the extent it shall be delayed in interrupted, stopped or prevented from performing or carrying out any of its obligations under this Lease (except, with respect to Tenant, its obligations to give notice with respect to any option explicitly set forth in this Lease, to take any actions required by specific dates or within specific time periods under Exhibit B attached hereto, to surrender the provisions of Premises as and when required by this AgreementLease and to maintain insurance as required by this Lease) due to fire, arising out of or from any actcasualty, omission, or circumstance by or in consequence of any act of God, epidemic, pandemic, breach of cyber security, strike, lockout, labor disturbancedispute or disruption, sabotage, failure disruption in the supply chain or other inability by the exercise of contractors reasonable diligence to obtain materials or suppliers of materialsparts, act of the public enemy, war, invasionterrorism, insurrectionbreakdown, riotaccident, firecivil commotion, stormlaws, floodregulations, icerestrictions, earthquakeorders, explosionquarantines, epidemicconstruction moratoria or other action or inaction by any local, breakage state or accident federal governmental or health authority (including, without limitation, any shelter-in-place orders, stay at home orders, occupancy restrictions or limitations or any restriction on travel related to machinery the forgoing that preclude or equipment restrict Landlord or Tenant or their agents, contractors or employees from accessing or using the Premises), or any other cause or causes event to the extent beyond such Partyparty’s reasonable controlcontrol regardless of whether such cause or event is (i) related to the specifically enumerated causes or events in this paragraph or (ii) foreseeable or unforeseeable (each, an event of “Force Majeure”), such cause or event of Force Majeure shall excuse the performance of the obligation of such party under this Lease for a period equal to such delay, impediment, interruption, stoppage or prevention, including the time necessary to repair any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required damage caused by the Force Majeure event, if any. Each Party shall use its best efforts Notwithstanding anything to mitigate the effects contrary contained in this Lease and for avoidance of such doubt, in no event will (i) any party be entitled to claim Force Majeure eventdue to any act or inaction within its reasonable control, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure (ii) financial hardship constitute an event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”nor (iii) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice any event of Force Majeure Eventin any way affect, excuse, suspend, reduce or ▇▇▇▇▇ the Affected Party shall not be relieved obligation of its responsibility Tenant to fully perform timely pay all rent and other charges payable by Tenant pursuant to the terms of this Lease, except as expressly provided in Article VI or entitle either party to all other commitments terminate this Lease, except as explicitly provided in the AgreementArticle VI. If the Force Majeure event continues for a period EXECUTED in two or more counterparts each of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party which shall be entitleddeemed to be an original. LANDLORD: BXP WALTHAM ▇▇▇▇▇ LLC, at a Delaware limited liability company BY: BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, its sole discretionmanager BY: BOSTON PROPERTIES, to terminate the AgreementINC., a Delaware corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: SVP, Leasing TENANT: UPSTREAM BIO, INC. a Delaware corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: CEO Hereunto duly authorized

Force Majeure. A Party (a) In the event any party’s ability to perform hereunder (except the obligation to make payments) is limited or prevented in whole or in part by events at the Terminal or relating to the CSX rail transportation system servicing the Terminal (including acts of God, fire, floods, storms and safety precautions taken by DTA prior to the arrival of storms, explosions, accidents, breakdowns, epidemics, war, civil disorders, strikes or other labor difficulties, shortages, actions by Coast Guard other governmental authorities to close the Terminal, security requirements imposed by governmental authorities, or failure of raw materials, labor, fuel, power, equipment, supplies or transportation), or by any law, rule, regulation, order or other action adopted or taken by any Federal, state, or local governmental authority, or any other like or unlike cause not reasonably within Patriot’s or Peabody’s control, the effected party(ies) shall not be considered to be in default or breach subject to a condition of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and Force Majeure to the extent it such performance is so limited or prevented. The effected party(ies) must give prompt notice of such an event which notice shall be delayed in include a description of the event and an estimate of the period of time such event will affect performance. (b) If, because of Force Majeure, any party is unable, wholly or prevented from performing or carrying partially, to carry out any of its obligations hereunder (except the provisions obligation to make payments) at the time the Force Majeure occurred or in the future, the obligations of this Agreementthe party (ies) suffering such Force Majeure shall be suspended to the extent made necessary by such Force Majeure and during the continuance of such Force Majeure or its effects; provided, however, that no party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of its own negligence or Intentional Wrongdoing to causes which it could, but fails to remove or remedy with reasonable dispatch. (c) The party(ies) affected by a Party. Any Party claiming a the Force Majeure event shall use reasonable diligence their best efforts to remove eliminate such event as soon as and to the condition that prevents performance and extent reasonably practicable. Nothing herein contained shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required cause the party(ies) affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventsubmit to unreasonable conditions or restrictions imposed by any governmental authority, remedy its inability or to performsubmit to any labor agreement, and resume full it is agreed that any settlement of labor strikes or differences with workmen shall be within the sole discretion of the party affected thereby. Performance hereunder may, upon mutual agreement of Patriot and Peabody, be made up within or beyond the Term hereof. During any period in which Peabody’s performance of its obligations hereunder. A Party suffering hereunder is partially suspended or curtailed as a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice result of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventMajeure, the scope of commitments under the Agreement affected by the event, Peabody shall allocate its available stockpile space in a fair and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementreasonable manner.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if If and to the extent it shall be delayed in or prevented from performing or carrying out that a Party’s performance of any of the provisions its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of this Agreement, arising out of nature or from any act, omission, or circumstance by or in consequence of any act acts of God, labor disturbance, sabotage, failure acts of contractors or suppliers of materials, act of the public enemy, war, invasionterrorism, insurrectionriots, riotcivil disorders, firerebellions or revolutions, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other similar cause or causes beyond the reasonable control of such Party’s reasonable controlParty (but specifically excluding labor and union-related activities) (each, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A a “Force Majeure event does Event”), and such non-performance, hindrance or delay could not include an act have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party shall be excused for such non-performance, hindrance or delay, as applicable, of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its those obligations in any greater scope or for any longer duration than is required affected by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of Event for as long as such Force Majeure eventEvent continues and such Party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay, remedy its inability to performincluding through the use of alternate sources, and resume full workaround plans or other means. The Party whose performance of its obligations hereunder. A Party suffering is prevented, hindered or delayed by a Force Majeure event (“Affected Party”) Event shall immediately notify the other Party (“Non-Affected Party”) of the occurrence of the Force Majeure Event and describe in writing (“Notice reasonable detail the nature of the Force Majeure Event”) as soon as reasonably practicable specifying the cause . The occurrence of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure EventEvent does not excuse, limit or otherwise affect Fujitsu’s obligation to provide either normal recovery procedures or any other disaster recovery services described in Section 8.1, except to the Affected Party shall extent Fujitsu is prevented, hindered or delayed from such performance by a Force Majeure Event and Fujitsu continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay. If a Service cannot be relieved resumed as a result of its responsibility to fully perform as to all other commitments in the Agreement. If the a Force Majeure event continues Event for a period of more time sufficient to materially hinder Spansion’s ability to continue to operate, but in no event less than 90 days thirty (30) days, Spansion may obtain such needed Services from the date of the Notice of Force Majeure Eventa third party; provided however, the Non-Affected Party shall be entitledthat if Fujitsu is thereafter able to resume providing such Service, at its sole discretion, Spansion will again retain Fujitsu to terminate the provide such Service in accordance with this Agreement.

Force Majeure. A Neither Party shall not be considered held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in default fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics or pandemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts, or other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or acts, omissions or delays in acting by any governmental authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement, ) and for so long as such failure or delay continues to be caused by or result from such force majeure event. The non-performing Party shall be excused from performance or liability for damages notify the other Party of such force majeure within 30 days after such occurrence by giving written notice to the other PartyParty stating the nature of the event, if its anticipated duration, and any action being taken to the extent it avoid or minimize its effect. The suspension of performance shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any no greater scope or for any and no longer duration than is required by necessary and the Force Majeure event. Each non-performing Party shall use its best commercially reasonable efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform. For as long as any force majeure circumstance continues, and resume full performance of its obligations hereunder. A the non-performing Party suffering a Force Majeure event (“Affected shall, at the other Party”) shall notify ’s reasonable request, provide the other Party (“Non-Affected Party”) in writing (“Notice written summaries of Force Majeure Event”) as soon as reasonably practicable specifying the cause its mitigation efforts and its estimates of the event, the scope of commitments when normal performance under the Agreement affected shall be able to resume. The Parties acknowledge and agree that the effects of the Coronavirus (COVID- 19) pandemic that are ongoing as of the Effective Date shall be considered a force majeure only to the extent those effects are not reasonably foreseeable by the eventParties as of the Effective Date, and a good faith estimate any government orders, including those requiring personnel to stay home or the closure of facilities, issued as of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party Effective Date shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for considered a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementforce majeure.

Force Majeure. A (a) The Parties shall use commercially reasonable efforts to provide, or cause to be provided, the Services without interruption. If any Party providing, or causing to be provided, Services is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, fire, explosion, accident, floods, earthquakes, embargoes, epidemics, war, acts of terrorism, or nuclear disaster) (each, a “Force Majeure Event”), such Party shall not be considered obligated to be in default or breach of this Agreementdeliver the affected Services during such period, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and would have received such Services shall not be entitled obligated to suspend performance of its obligations in any greater scope or pay for any longer duration than is required by Services not delivered. (b) Upon the Force Majeure event. Each Party shall use its best efforts to mitigate the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected affected Party shall not be relieved promptly give written notice to the other Party of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date Event upon which it intends to rely to excuse its performance, and of the Notice expected duration of such Force Majeure Event. The duties and obligations of such Party hereunder shall be tolled for the duration of the Force Majeure Event, but only to the extent that the Force Majeure Event prevents such Party from performing its duties and obligations hereunder. (c) During the duration of a Force Majeure Event, the Non-Affected affected Party shall be entitleduse commercially reasonable efforts to avoid or remove such Force Majeure Event, at and shall use commercially reasonable efforts to resume its sole discretionperformance under this Agreement with the least practicable delay. From and during the occurrence of a Force Majeure Event, the other Party may replace the affected Services by providing such Services for itself or engaging a third party to terminate provide such Services. (d) For the Agreementperiod beginning thirty (30) days after the occurrence of a Force Majeure Event and ending upon the termination of such Force Majeure Event, the affected Party shall pay or reimburse, as applicable, the difference, if any, between (i) all of the other Party’s reasonable costs associated with any replacement Services and (ii) the amount the other Party would have paid to such Party under the terms of this Agreement for the provision of such Services had such Party continued to perform such Services.

Force Majeure. A Neither Party shall not be considered to be responsible for any delay or failure in default or breach performance of any part of this AgreementAgreement (other than obligations to make money payments, and shall be excused reimbursements or issue credits) resulting from performance or liability for damages to any cause beyond the other reasonable control of such Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any including acts of the provisions of this Agreementnature, arising out of or from any act, omission, or circumstance by or in consequence of any act acts of God, labor disturbanceacts of civil or military authority, sabotageany law, failure order, regulation or ordinance of contractors any government or suppliers of materialslegal body, act of the public enemyembargoes, epidemics, war, invasionterrorist acts, insurrectionriots, riotinsurrections, firefires, stormexplosions, floodearthquakes, icenuclear accidents, earthquakefloods, explosion, epidemic, breakage work stoppages or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulationpower blackouts, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Partyunusually severe weather. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming If a Force Majeure event Event shall use reasonable diligence to remove occur, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event affected (“Affected Party”) shall notify give prompt notice to the other Party (“Non-Affected Party”) in writing (“Notice of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event”) as soon as reasonably practicable specifying , whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof and/or be excused from such performance (and the other Party shall likewise be excused from performance of its obligations to the extent such Party's obligations related to the performance so interfered with). The Affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the eventParties shall give like notice and proceed to perform with dispatch once the causes are removed or cease. In the event of any such excused delay in the performance of Affected Party's obligation(s) under this Agreement, the scope of commitments under due date for the Agreement affected by the event, and a good faith estimate performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay and by a reasonable amount of time required to restore full performancereconstruct network infrastructure or of the components thereof or to such later date as maybe designated by the other Party. Except for those commitments identified in Upon the Notice elimination of Force Majeure Eventthe delaying condition and to the extent the delaying condition was equally applicable to its own operations, the Affected Party shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure by CBT caused by the force majeure event, CBT agrees to resume performance in a nondiscriminatory manner, and CBT agrees not be relieved to favor its own restoration of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period Telecommunications Services above that of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementCLEC.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and Neither party shall be excused from performance liable in any manner for failure to deliver or liability to receive Biodiesel hereunder or any other failure to perform or delay in performing any obligations herein imposed in this Contract for damages to the other Party, if time and to the extent it such failure or delay is caused by an event or act of force majeure, which shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any defined as an act of God, labor disturbancehurricane, sabotageflood, failure of contractors or suppliers of materialsvolcanic eruption, act of the public enemy, earthquake; war, invasionrebellion, insurrection, riot, strike (even though the strike could be settled by acceding to the demands of a labor group), lockout, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or mechanical failure resulting in the inability to operate Seller’s Facility (or Seller’s other facilities if supplying under a contingency plan) or HECO’s CT-1 or HECO’s Facility [****], or destruction from any involuntary cause of Seller’s Facility (or Seller’s other facilities if supplying under a contingency plan) or of HECO’s Facility, material damage or impairment or significant risk of material damage or impairment to HECO’s CT-1 (and/or associated CT-1 unit equipment) caused by the use of Biodiesel, compliance, voluntary or involuntary, with a direction or request of any governmental authority or person purporting to act with government authority, including any such direction or request limiting HECO’s recovery of all fuel costs incurred under this Contract, any other cause or causes beyond such Party’s (except financial unless explicitly provided herein) not within the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party or property or equipment of others which is deemed under the Operational Control of the Partyaffected party. A Force Majeure party rendered unable to fulfill any obligation under this Contract due to an event does not include or act of force majeure shall make all reasonable efforts to remove such inability in the shortest possible time. The party claiming force majeure agrees to give the other party prompt written notice of an act or event of negligence force majeure, specifying the anticipated effect and duration of any suspension or Intentional Wrongdoing by a Partyreduction of deliveries of Fuel arising therefrom. Any Party The party claiming a Force Majeure event force majeure shall use reasonable due diligence to remove cure any act or event of force majeure, and shall give the condition that prevents performance and other party prompt notice when it expects the act or event of force majeure to terminate. While deliveries are suspended or reduced by Seller pursuant to an event or act of force majeure, it shall not be entitled a breach of this Contract for HECO to suspend performance buy Biodiesel from a supplier other than Seller, in the event Seller notifies HECO that it is unable to supply HECO in accordance with Section 3.3 above, for the quantities of its obligations in any greater scope Biodiesel which Seller does not deliver; and HECO shall not be obligated to buy, after the period of suspension or for any longer duration than is required by reduction, the Force Majeure eventundelivered quantity of Biodiesel which normally would have been sold and delivered hereunder during the period of suspension or reduction. Each Party shall use its best efforts to mitigate Notwithstanding the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventMajeure, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility obligation to fully perform as make payments due under this Agreement, except to all other commitments in the Agreement. If extent that the Force Majeure force majeure event continues for a period interrupts or prevents access to or transmission of more than 90 days from the date of the Notice of Force Majeure Eventfunds (i.e., the Non-Affected Party shall be entitledinterruption banking services, at its sole discretion, to terminate the Agreementetc.).

Force Majeure. A “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a Party shall not be considered to be in default from performing one or breach more of this Agreement, and shall be excused from performance or liability for damages to its contractual obligations under the other Partycontract, if and to the extent that that Party proves: [i] that such impediment is beyond its reasonable control; and [ii] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and [iii] that the effects of the impediment could not reasonably have been avoided or overcome by the affected Party. In the absence of proof to the contrary, the following events affecting a Party shall be delayed in presumed to fulfil conditions [i] and [ii] above: Failures or prevented from performing breakdown of telecommunications, internet services, or carrying out any service providers, labour disputes or strikes, inability to obtain labour or materials, pandemic, epidemic, earthquake, fire, natural disaster or other extreme action of the provisions of this Agreementelements, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materialsaccidents, act of the public enemyauthority whether lawful or unlawful, warcompliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation, war (whether declared or not), hostilities, invasion, insurrectionact of foreign enemies, extensive military mobilisation; civil war, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmentalrebellion and revolution, military or lawfully established civilian authoritiesusurped power, insurrection, act of terrorism, sabotage or by making piracy, currency and trade restriction, embargo, sanction, act of repairs necessitated by an emergency circumstance not limited to those listed above upon God or other causes beyond the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control reasonable control of the Party. A Force Majeure event does not include an act In case of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event the affected Party shall use reasonable diligence be relieved from its duty to remove the condition that prevents performance and shall not be entitled to suspend performance of perform its obligations in whole or in part under the Service Terms and from any greater scope liability in damages or from any other contractual remedy for any longer duration than is required by breach of contract, from the Force Majeure event. Each Party shall use its best efforts to mitigate time at which the effects of such Force Majeure event, remedy its impediment causes inability to perform, and resume full performance of its obligations hereunderprovided that the notice thereof is given without delay. A Party suffering a Force Majeure event (“Affected Party”) shall notify If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying party. Where the cause effect of the eventimpediment or event invoked is temporary, the scope above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of commitments the impediment invoked has the effect of substantially depriving the Parties of what they were reasonably entitled to expect under the Agreement affected by Service Terms, either Party has the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, right to terminate the Agreementaffected agreements between the Parties by notification within a reasonable period to the other Party. Unless otherwise agreed, the Parties expressly agree that the affected agreements between the Parties may be terminated by either Party if the duration of the impediment exceeds 120 days.

Force Majeure. A (a) Neither Party shall not will be considered liable for failure to be perform or delay in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and performing its obligations to the extent it shall be delayed in such failure or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance delay is caused by or in consequence resulting from fire, flood, earthquake, elements of any act nature or acts of God, labor disturbancewars, sabotageriots, failure civil disorders, rebellions or revolutions, acts of contractors or suppliers of materialsterrorism, act of the public enemypandemics, warnationalization, invasionexpropriation, currency restrictions, political risk (including exchange control restrictions, confiscation, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage civil strife or accident armed hostilities) to machinery or equipment or any other cause or causes the extent beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military other facts or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the circumstances beyond such Party. A ’s reasonable control (a “Force Majeure event does Event”); provided that: (i) the non-performing Party (and such Party’s Subcontractors or Third Party Providers, as applicable) are without material fault in causing the default or delay; (ii) the default or delay could not include an act have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of negligence alternate sources, workaround plans or Intentional Wrongdoing other means (including, with respect to Provider, the implementation of any business continuity or disaster recovery plan required to be maintained by a Party. Any it under this Agreement); and (iii) the non-performing Party claiming uses Commercially Reasonable Efforts to minimize the impact of such default or delay. (b) Provided that Provider has exercised reasonable care and diligence and complied with its obligations to implement its disaster recovery and business continuity plan and reasonable work-arounds to mitigate the effect of a Force Majeure event shall use Event, a Force Majeure Event will include: (i) an Industry Event; and (ii) any industry-wide strike, lockout or labor dispute involving a Party’s personnel or refusal of such Party’s employees to enter a facility that is the subject of such a labor dispute, to the extent such refusal is based upon a reasonable diligence to remove the condition that prevents performance and shall fear of harm. (c) Provider will not be entitled to suspend performance any additional payments from any BFA Recipients (or BFA, on behalf of its obligations in any greater scope BFA Recipients), for costs or for expenses incurred by Provider as a result of any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”. (d) as soon as reasonably practicable specifying Notwithstanding the cause provisions of the eventSection 25.1(a), the scope of commitments under BFA Recipients will have the Agreement affected by the event, and a good faith estimate of the time required termination right provided in Section 10.3(a)(ii) with respect to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvents.

Force Majeure. A Neither Party shall not will be considered held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation (other than a payment obligation) of this Agreement to the extent such failure or delay is due to force majeure. For purposes of this Agreement, “Force Majeure” is defined as any cause beyond the reasonable control of the affected Party and shall be excused from performance without the fault or liability for damages to the other negligence of such Party, if which may include acts of God; material changes in Applicable Law; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; pandemic; quarantine; and to failure of public utilities or common carriers. The Parties agree the extent it shall be delayed in or prevented from performing or carrying out any effects of the provisions COVID-19 pandemic that is ongoing as of the Effective Date (including related government orders) may be invoked as a Force Majeure for the purposes of this Agreement, arising out of or from any acteven though the pandemic is ongoing, omission, or circumstance only to the extent those effects are not reasonably foreseeable by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act the Parties as of the public enemyEffective Date. Notwithstanding the foregoing, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident a Party will not be excused from making payments owed hereunder due to machinery or equipment or any other cause or causes beyond Force Majeure circumstances affecting such Party’s reasonable control. In the case of a Force Majeure, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing affected by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall will immediately notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause such inability and of the eventperiod for which such inability is expected to continue. The Party giving such notice will thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled for up to a maximum of [***], after which time the scope of commitments under the Agreement affected by the event, and a Parties will promptly meet to discuss in good faith estimate of the time required how to restore full performance. Except for those commitments identified best proceed in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in a manner that maintains and abides by the Agreement. If To the extent possible, the Party affected by such Force Majeure event continues for a period will use reasonable efforts to minimize the duration of more than 90 days from the date of the Notice of any Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementMajeure.

Force Majeure. A Except as may be otherwise specifically provided in this Agreement, neither Party shall not be considered to be in default or breach of under this Agreement, and shall be excused from performance or liability for damages to the other Party, Agreement if and to the extent it shall be delayed that any failure or delay in such Party’s performance of one or prevented from performing or carrying out more of its obligations hereunder is caused by any of the provisions following conditions, and such Party’s performance of such obligation or obligations shall be excused and extended to the extent directly resulting from: act of God; fire; flood; government codes, ordinances, laws, rules or regulations; war or act of terrorism or civil disorder; any other cause beyond the reasonable control of such Party; provided however, that each such event or condition (i) did not exist as of the date of execution of this Agreement, arising out of (ii) is not reasonably within the control of, and is not caused or from any act, omission, contributed to by the gross negligence or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment intentional misconduct of the Party claiming excuse, and (iii) prevents as a whole or property or equipment of others which is deemed under in material part, the Operational Control of performance by the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming excuse (a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying ). Upon the cause occurrence of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved seeking excuse of its responsibility performance will notify the other Party as soon as possible and the Parties will meet within a reasonably prompt time period to fully perform as discuss the circumstances and potential solutions to all other commitments in the Agreement. If the such Force Majeure event continues for a Event. During the period of more than 90 days from that the date performance by one of the Notice Parties of its obligations under this Agreement has been suspended by reason of a Force Majeure Event, the Non-Affected other Party may likewise suspend the performance of its obligations hereunder to the extent that such suspension is commercially reasonable and related to the suspended performance caused by the Force Majeure Event. The Party claiming the Force Majeure Event will use commercially reasonable efforts to minimize damages to the other Party resulting from the nonperformance of the Party claiming the Force Majeure Event and will use commercially reasonable efforts to remedy or cure such Force Majeure Event and resume performance after the removal or cessation of the Force Majeure Event, including providing, where available, substitution services at reasonable rates and cost not to exceed the rates and costs set forth in this Agreement. The time for performance of this Agreement shall be entitledextended for a period equal to the duration of such Force Majeure Event, at provided that if the delay of such Party’s performance exceeds [X] days, the Party not claiming suspension pursuant hereto may, upon delivery of written notice, terminate this Agreement or in its sole discretiondiscretion any portion thereof that is affected by the Force Majeure Event without liability to the Party claiming suspension. Upon the cessation or termination of the Force Majeure Event, to terminate the AgreementParty claiming suspension under this Section shall notify the other in writing of such cessation or termination of the Force Majeure Event.

Force Majeure. A (a) Neither Party shall not will be considered liable for failure to be perform or delay in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and performing its obligations to the extent it shall be delayed in such failure or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance delay is caused by or in consequence resulting from fire, flood, earthquake, elements of any act nature or acts of God, labor disturbancewars, sabotageriots, failure civil disorders, rebellions or revolutions, acts of contractors or suppliers of materialsterrorism, act of the public enemypandemics, warnationalization, invasionexpropriation, currency restrictions, political risk (including exchange control restrictions, confiscation, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage civil strife or accident armed hostilities) to machinery or equipment or any other cause or causes the extent beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military other facts or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the circumstances beyond such Party. A ’s reasonable control (a “Force Majeure event does Event”); provided that: (i) the non-performing Party (and such Party’s Subcontractors or Third Party Providers, as applicable) are without material fault in causing the default or delay; (ii) the default or delay could not include an act have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of negligence alternate sources, workaround plans or Intentional Wrongdoing other means (including, with respect to Provider, the implementation of any business continuity or disaster recovery plan required to be maintained by a Party. Any it under this Agreement); and (iii) the non-performing Party claiming uses Commercially Reasonable Efforts to minimize the impact of such default or delay. (b) Provided that Provider has exercised reasonable care and diligence and complied with its obligations to implement its disaster recovery and business continuity plan and reasonable work-arounds to mitigate the effect of a Force Majeure event shall use Event, a Force Majeure Event will include: (i) an Industry Event; and Master Services Agreement CONFIDENTIAL (ii) any industry-wide strike, lockout or labor dispute involving a Party’s personnel or refusal of such Party’s employees to enter a facility that is the subject of such a labor dispute, to the extent such refusal is based upon a reasonable diligence to remove the condition that prevents performance and shall fear of harm. (c) Provider will not be entitled to suspend performance any additional payments from any BFA Recipients (or BFA, on behalf of its obligations in any greater scope BFA Recipients), for costs or for expenses incurred by Provider as a result of any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”. (d) as soon as reasonably practicable specifying Notwithstanding the cause provisions of the eventSection 25.1(a), the scope of commitments under BFA Recipients will have the Agreement affected by the event, and a good faith estimate of the time required termination right provided in Section 10.3(a)(ii) with respect to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvents.

Force Majeure. A To the extent any Party shall not be considered to be is prevented by Force Majeure from performing its obligations, in default whole or breach of in part, under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify gives notice and details of the Force Majeure to the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) Parties as soon as reasonably practicable specifying the cause of the eventpracticable, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, then the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days excused from the date of performance with respect to any such obligations (other than the Notice obligation to make payments). Each notice of Force Majeure Eventsent by an Affected Party to the other Parties shall specify the event or circumstance of Force Majeure, the Nonextent to which the Affected Party is unable to perform its obligations under this Agreement, and the steps being taken by the Affected Party to mitigate and to overcome the effects of such event or circumstances. The non-Affected Parties shall not be required to perform their obligations to the Affected Party corresponding to the obligations of the Affected Party excused by Force Majeure (including, for the avoidance of doubt, the payment of fees or other amounts with respect to any affected Seconded Employees). A Party prevented from performing its obligations due to Force Majeure shall be entitleduse commercially reasonable efforts to mitigate and to overcome the effects of such event or circumstances and shall resume performance of its obligations as soon as practicable. In their efforts to mitigate and overcome the effects of the Force Majeure, at and in their efforts to resume performance, Chesapeake Management shall treat the General Partner the same as any other internal or external service recipient of the affected Seconded Employee services, if any. “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection, loss of electrical power, computer system failures, illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its sole discretionobligations under this Agreement, to terminate but only if the Agreementevent or circumstance: (a) is not within the reasonable control of the Affected Party; (b) is not the result of the fault or negligence of the Affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided.

Force Majeure. A (a) Neither Party shall be considered in default or breach in the performance of their respective obligations hereunder to the extent that performance of any such obligation is prevented or delayed by a Force Majeure Event (defined in Section 4(b)). The affected Party’s obligation to perform the subject obligation hereunder shall be suspended during the tenure of the subject Force Majeure Event and such Party shall not be considered liable in damages or otherwise for a failure to be in default perform, if and only to the extent that such Party is unable to perform, or breach prevented from performing by a Force Majeure Event. As soon as reasonably possible after the occurrence of the Force Majeure Event, but no later than thirty (30) days following the date that the affected Party has knowledge that such occurrence qualifies or could qualify as a Force Majeure Event, the affected Party shall give the other Party written notice describing the particulars of the occurrence and its estimated duration. The Party affected by a Force Majeure Event shall use commercially reasonable efforts to recover from the effects of the Force Majeure Event and shall resume performance of its obligations hereunder as soon as reasonably practicable (b) For purposes of this Agreement, and shall be excused from performance or liability for damages to “Force Majeure Event” means any circumstance not within the other Partyreasonable control of the Party affected, but only if and to the extent it shall be delayed in that: (i) such event is not due to the affected Party’s negligence or prevented from performing or carrying out willful misconduct; and (ii) such event is not the result of any failure of the provisions of this Agreement, arising out of or from affected Party to perform any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Subject to the foregoing conditions, Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice Events include: acts of Force Majeure Event”) as soon as reasonably practicable specifying the cause God; war; acts of the event, the scope public enemy; terrorism; riot; civil commotion; sabotage; fire; floods; landslide; volcanic eruption; epidemics; global pandemics; quarantine restrictions; embargos; and governmental authority decreed official state of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementemergency.