Common use of Uncontrollable Forces Clause in Contracts

Uncontrollable Forces. The Parties shall not be in breach of their respective obligations to the extent the failure to fulfill any obligation is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.

Uncontrollable Forces. The Parties No party shall not be considered to be in breach of their respective obligations this Agreement to the extent the that a failure to fulfill any obligation is perform its obligations under this Agreement shall be due to an Uncontrollable Force. “The term "Uncontrollable Force” " means an event any cause beyond the reasonable control ofof the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and without action or nonaction by, or failure to obtain the fault necessary authorizations or negligence ofapprovals from, the Party claiming the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, any governmental agency or authority which by exercise of that Party’s reasonable care, due diligence such party could not reasonably have been expected to avoid and foresight, such Party was to the extent which by exercise of due diligence it has been unable to avoidovercome. Uncontrollable Forces includeNo party shall, but are not limited to: (1) strikes however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or work stoppage; (2) floods, earthquakes, due to removable or other natural disasters; terrorist acts; and (3) final orders remediable causes which it fails to remove or injunctions issued by remedy within a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forcereasonable time period. Nothing contained in this provision herein shall be construed to require either Party a party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing Any party rendered unable to fulfill any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party by reason of an Uncontrollable Force shall give prompt notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicableshall not be based on (i) the loss of the Department’s markets; (2ii) the Department’s inability economically to use its best efforts or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to mitigate sell the effects Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of such this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C..

Uncontrollable Forces. The Parties 15.1 Neither Party shall not be considered to be in breach default in the performance of their respective any of the agreements contained in this Contract, except for obligations to pay money, when and to the extent the failure to fulfill any obligation is due to of performance shall be caused by an Uncontrollable Force. “. 15.2 If either Party because of an Uncontrollable Force” means an event beyond the reasonable control of, and without the fault Force is rendered wholly or negligence ofpartly unable to perform its obligations under this Contract, the Party claiming shall be excused from whatever performance is affected by the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable Force to avoid. Uncontrollable Forces include, but are not limited tothe extent so affected provided that: (1) strikes or work stoppage;the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) floods, earthquakes, or other natural disasters; terrorist acts; andthe suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) final orders the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which other labor dispute on terms which, in the sole judgment of the Party claiming involved in the Uncontrollable Forcedispute, after diligent effortsare contrary to its interest. It is understood and agreed that the settlement of strikes, was unable to have stayedwalkouts, suspended, lockouts or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets other labor disputes shall be considered an Uncontrollable Force. The economic hardship at the sole discretion of either the Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed having the difficulty), (4) when the nonperforming Party is able to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any resume performance of its obligations under this AgreementContract, such that Party shall: (1) immediately notify shall give the other Party written notice to that effect, and (5) capacity payments during such periods of Uncontrollable Force on Seller's part shall be governed by Section 9.1. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force and Seller fails to make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a result of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.failure.

Uncontrollable Forces. The Parties 16.1 Neither Party shall not be considered to be in breach default in the performance of their respective any of the agreements contained in this Contract, except for obligations to pay money, when and to the extent the failure to fulfill any obligation is due to of performance shall be caused by an Uncontrollable Force. “. 16.2 If either Party, because of an Uncontrollable Force” means an event beyond the reasonable control of, and without the fault is rendered wholly or negligence ofpartly unable to perform its obligations under this Contract, the Party claiming shall be executed from whatever performance is affected by the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable Force to avoid. Uncontrollable Forces include, but are not limited tothe extent so affected provided that: (1) strikes or work stoppageThe non-performing Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence; (2) floods, earthquakes, or other natural disasters; terrorist acts; andThe suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force; (3) final orders The non-performing Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or injunctions issued by a court 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 regulatory body having competent subject matter jurisdiction which other labor disputes shall be at the sole discretion of the Party claiming having the Uncontrollable Force, after diligent efforts, was unable difficulty); (4) When the non-performing Party is able to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any resume performance of its obligations under this AgreementContract, such that Party shall: (1) immediately notify shall give the other Party written notice to that effect; and (5) Capacity payments during such periods of Uncontrollable Force on Seller's part shall be governed by Section 8.1. 16.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a Loss of Qualifying Facility status occurs due to an Uncontrollable Force and Seller fails to make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a result of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.failure.

Uncontrollable Forces. The Parties 15.1 Neither Party shall not be considered to be in breach default in the performance of their respective any of the agreements contained in this Contract, except for obligations to pay money, when and to the extent the failure to fulfill any obligation is due to of performance shall be caused by an Uncontrollable Force. “. 15.2 If either Party because of an Uncontrollable Force” means an event beyond the reasonable control of, and without the fault Force is rendered wholly or negligence ofpartly unable to perform its obligations under this Contract, the Party claiming shall be excused from whatever performance is affected by the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable Force to avoid. Uncontrollable Forces include, but are not limited tothe extent so affected provided that: (1) strikes or work stoppage;the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) floods, earthquakes, or other natural disasters; terrorist acts; andthe suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) final orders the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which other labor dispute on terms which, in the sole judgment of the Party claiming involved in the Uncontrollable Forcedispute, after diligent effortsare contrary to its interest. It is understood and agreed that the settlement of strikes, was unable to have stayedwalkouts, suspended, lockouts or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets other labor disputes shall be considered an Uncontrollable Force. The economic hardship at the sole discretion of either the Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed having the difficulty. (4) when the nonperforming Party is able to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any resume performance of its obligations under this AgreementContract, such that Party shall: (1) immediately notify shall give the other Party written notice to that effect. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force and Seller fails to make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a result of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.failure.

Uncontrollable Forces. The Parties (a) Unless expressly provided in this Amended Agreement, no party shall not be considered to be in breach of their respective obligations this Amended Agreement to the extent the that a failure to fulfill any obligation is perform its obligations under this Amended Agreement shall be due to an Uncontrollable Force. The term “Uncontrollable Force” means an event any cause beyond the reasonable control ofcontrol, and without not the fault result of negligence, of the party affected, which event the affected party by exercise of due diligence is unable to avoid and, when occurred, overcome, including but not restricted to flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or negligence ofdisobedience, labor dispute, labor or material shortage, sabotage, or restraint by court order or public authority, and action or inaction by, or failure to obtain the Party claiming necessary authorizations or approvals from, any governmental agency or authority which by the exercise of due diligence it has not been able to overcome. The affected party shall take all reasonable steps to mitigate the effects of the Uncontrollable Force. No party shall, however, be relieved of liability for failure of performance to the extent that prevents that Party from performing such failure is due to causes arising out of its contractual obligations under this Agreement and which, by exercise of that Party’s own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable care, diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forcetime period. Nothing contained in this provision herein shall be construed to require either Party a party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing Any party rendered unable to fulfill any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party by reason of such an Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide shall give prompt written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. Notwithstanding the resumption foregoing, an Uncontrollable Force shall not include: (i) events arising from the failure by the Seller to operate and maintain the Generating Plant in accordance with Prudent Electrical Practices; (ii) an increase in the variable and fixed costs of operation and maintenance of the Generating Plant, unless the increase is caused by an Uncontrollable Force; or (iii) failure of third parties to provide goods or services essential to a party’s performance. Written notices sent under this section must comply with Exhibit C., unless such failure is caused by an Uncontrollable Force; (iv) delays in or an inability of a Party to obtain financing.

Uncontrollable Forces. The Parties Neither Party shall not be considered to be in breach default in the performance of their respective obligations to the extent the failure to fulfill any obligation is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement (other than obligations to pay bills) when and whichto the extent such failure of performance shall be due to any uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the Party affected, including but not restricted to, failure or threat of failure of facilities, flood, earthquake, geohydraulic subsidence, tornado, storm, fire, or other catastrophe, civil disobedience, labor dispute, or sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or maintain the necessary authorizations or approvals from any governmental agency or authority. An "uncontrollable force" must be a cause which by exercise of that Party’s reasonable caredue diligence the affected Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall not be able to overcome. The failure to perform for any reason of any supplier of capacity, diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, energy or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable services to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets IEPI shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forceuncontrollable force affecting IEPI and entitling IEPI to relief under this Section 11. No Party shall, however, be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained in this provision herein shall be construed so as to require either a Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a A Party from performing rendered unable to fulfill any of its obligations under this Agreement, Agreement by reason of uncontrollable force shall give prompt written notice of such Party shall: (1) immediately notify fact to the other Party of and shall exercise due diligence to remove such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.all reasonable dispatch.

Uncontrollable Forces. The Parties 15.1 Neither Party shall not be considered to be in-default in breach the performance of their respective any of the agreements contained in this Contract, except for obligations to pay money, when and to the extent the failure to fulfill any obligation is due to of performance shall be caused by an Uncontrollable Force. “. 15.2 If either Party because of an Uncontrollable Force” means an event beyond the reasonable control of, and without the fault Force is rendered wholly or negligence ofpartly unable to perform its obligations under this Contract, the Party claiming shall be excused from whatever performance is affected by the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable Force to avoid. Uncontrollable Forces include, but are not limited tothe extent so affected provided that: (1) strikes or work stoppage;the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) floods, earthquakes, or other natural disasters; terrorist acts; andthe suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) final orders the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which other labor dispute on terms which, in the sole judgment of the Party claiming involved in the Uncontrollable Forcedispute, after diligent effortsare contrary to its interest. It is understood and agreed that the settlement of strikes, was unable to have stayedwalkouts, suspended, lockouts or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets other labor disputes shall be considered an Uncontrollable Force. The economic hardship at the sole discretion of either the Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed having the difficulty), (4) when the nonperforming Party is able to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any resume performance of its obligations under this AgreementContract, such that Party shall: (1) immediately notify shall give the other Party written notice to that effect, and (5) capacity payments during such periods of Uncontrollable Force on Seller's part shall be governed by Section 9.1. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force and Seller fails to make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a result of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.failure.

Uncontrollable Forces. The Parties 12.1 An uncontrollable force shall not mean an act of God, act or omission of government, failure of or threat of failure of facility, unscheduled maintenance and repair, labor or material shortage, strike, lockout, or other industrial disturbances, act of the public enemy, war, blockade, insurrection, riot, epidemic, landslide, avalanche, earthquake, fire, storm, lightning, flood, washout, civil disturbance, restraint by court order or public authority, action or non-action by or inability to obtain necessary authorization or approval from any governmental agency or authority, and any other act or omission similar to the kind herein enumerated. Strikes, lockouts, and other labor disturbances shall be considered uncontrollable forces and nothing in breach this Agreement shall require either party to settle a labor dispute against its best judgement. Each of their respective obligations these matters enumerated constitutes an uncontrollable force to the extent the failure to fulfill any obligation that it is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond not within the reasonable control ofof affected party, and without to the fault or negligence of, extent that such party by the Party claiming exercise of due diligence is unable to overcome it. In the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and whichevent either party, by exercise reason of that Party’s reasonable carean uncontrollable force, diligence and foresightis rendered unable, such Party was unable wholly or in part, to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any of perform its obligations under this Agreement, then upon such Party shall: (1) immediately notify the other Party party giving notice and particulars of such Uncontrollable Force by uncontrollable force, its obligation to perform (other than the obligation to pay money shall be suspended during the continuance of any means practicable inability so caused, but for no longer period, and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such cause shall, so far as possible, be remedied with all reasonable speed. The affected party shall not be responsible for its delay in performance under this Agreement during delays caused by an uncontrollable force, nor shall such uncontrollable force give rise to claims for damages or constitute default. However, should an Uncontrollable Force, remedy its inability to perform, and resume full Force continuously prevent performance by either party of substantially all of its obligation hereunder as soon as reasonably practicable; (3) keep obligations under this Agreement for a period of more than one year, the Agreement is voidable at the option of either party upon 30 days written notice to the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.party.

Uncontrollable Forces. The Parties shall not be in breach of their respective obligations to the extent that the failure to fulfill any obligation is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force, that which prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party party was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.B, Notices.

Uncontrollable Forces. The Parties No Party shall not be considered to be in breach default in performance of their respective any of its obligations under this Agreement, except to the extent the pay amounts due under this Agreement, when a failure to fulfill any obligation of performance is due to an Uncontrollable Forceuncontrollable force. “Uncontrollable Force” The term "uncontrollable force" means an event any cause beyond the reasonable control of, and without the fault or negligence of, of the Party claiming affected, including but not restricted to flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, sabotage, changes in law or regulation, restraint by court order or public authority and action or non-action by or failure to obtain the Uncontrollable Force, that prevents that Party necessary authorizations or approvals from performing its contractual obligations under this Agreement and which, any governmental agency or authority which by exercise of that Party’s reasonable care, due diligence and foresight, such Party was could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to avoidovercome. Uncontrollable Forces includeNo Party shall, but are not limited to: (1) strikes however, be relieved of liability for failure of performance if such failure is due to causes arising out of its own gross negligence or work stoppage; (2) floods, earthquakes, willful misconduct or other natural disasters; terrorist acts; and (3) final orders due to removable or injunctions issued by remediable causes which it fails to remove or remedy within a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forcereasonable time period. Nothing contained in this provision herein shall be construed to require either a Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a A Party from performing any of rendered unable to fulfill its obligations under this Agreement, such Party shall: (1) immediately notify the other Party Agreement by reason of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide uncontrollable force shall give prompt written notice of such fact to the resumption other Parties and shall exercise due diligence to remove such inability within a reasonable time period. Nothing contained herein shall excuse a Party from all or any portion of performance. Written notices sent under this section must comply with Exhibit C.its obligations to maintain Contingency Reserve hereunder, so long as such Party is serving Load.

Uncontrollable Forces. The Parties 15.1 Neither Party shall not be considered to be in breach default in the performance of their respective any of the agreements contained in this Contract, except for obligations to pay money, when and to the extent the failure to fulfill any obligation is due to of performance shall be caused by an Uncontrollable Force. “. 15.2 If either Party because of an Uncontrollable Force” means an event beyond the reasonable control of, and without the fault Force -is rendered wholly or negligence ofpartly unable to perform its obligations under this Contract, the Party claiming shall be excused from whatever performance is affected by the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party was unable Force to avoid. Uncontrollable Forces include, but are not limited tothe extent so affected provided that: (1) strikes or work stoppage;the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) floods, earthquakes, or other natural disasters; terrorist acts; andthe suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) final orders the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which other labor dispute on terms which, in the sole judgment of the Party claiming involved in the Uncontrollable Forcedispute, after diligent effortsare contrary to its interest. It is understood and agreed that the settlement of strikes, was unable to have stayedwalkouts, suspended, lockouts or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets other labor disputes shall be considered an Uncontrollable Force. The economic hardship at the sole discretion of either the Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed having the difficulty), (4) when the nonperforming Party is able to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any resume performance of its obligations under this AgreementContract, such that Party shall: (1) immediately notify shall give the other Party written notice to that effect, and (5) capacity payments during such periods of Uncontrollable Force on Seller's part shall be governed by Section 9.1. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force and Seller fails to make the changes ;necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a result of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.failure.

Uncontrollable Forces. The Parties 31.1 Neither Party shall not be considered to be in breach default in the performance of their respective any of its obligations under this Agreement, other than an existing obligation to pay money, when, and to the extent the extent, failure to fulfill any obligation is of performance shall be due to an Uncontrollable Forceuncontrollable force. “Uncontrollable Force” The term "uncontrollable force" means an event any cause beyond the reasonable control ofof the Party failing to perform, including, but not limited to, flood, earthquake, storm, lightning, fire, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and without action or nonaction by, or inability to obtain and maintain the fault necessary authorizations or negligence ofapprovals from, any governmental agency or authority, which by the exercise of due diligence such Party claiming the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement could not reasonably have been expected to avoid and which, by exercise of that Party’s reasonable care, due diligence and foresight, such it has not overcome. Either Party was rendered unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such facts to the other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable and shall exercise due diligence to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forceremove such inability. Nothing contained in this provision herein shall be construed so as to require either a Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any . 31.2 The failure of its obligations the Commission to approve the pass through to Edison's ratepayers of monies paid to Seller for Net Energy and Capacity under this Agreement, such Party shall: (1) immediately notify subject to the other Party limitations of such Uncontrollable Force Sections 7.7 and 7.8, shall not be deemed to be an uncontrollable force. 31.3 In the event the applicable provisions of this Section 31 are invoked by any means practicable Seller, Seller shall not be obligated to deliver Net Energy and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts Net Capacity and may interrupt or reduce deliveries to mitigate the effects of such Uncontrollable Force, remedy its inability to performEdison, and resume full performance Edison shall not be obligated to make any payments hereunder. In the event the applicable provisions of its obligation hereunder this Section 31 are invoked by Edison, except as soon as reasonably practicable; (3) keep the other Party apprised provided in Section 15.7.3, Edison shall not be obligated to accept or pay for, and may require Seller to interrupt or reduce, deliveries of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit C.Net Energy.

Uncontrollable Forces. The Parties PBL shall not be in breach of their respective obligations its obligation to provide In-Lieu PF Power and «Customer Name» shall not be in breach of its obligation to purchase In-Lieu PF Power to the extent the failure to fulfill any that obligation is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force, Force that prevents impairs that Party from performing Party’s ability to perform its contractual obligations under this Agreement and which, by exercise of that Party’s reasonable care, diligence and foresight, such Party could not be expected to avoid and was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) 15.1 any unplanned curtailment or interruption for any reason of firm transmission used to deliver In-Lieu PF Power to «Customer Name»’s facilities or distribution system, including but not limited to unplanned maintenance outages; 15.2 any unplanned curtailment or interruption, failure or imminent failure of «Customer Name»’s distribution facilities, including but not limited to unplanned maintenance outages; 15.3 any planned transmission or distribution outage that affects either «Customer Name» or PBL which was provided by a third-party transmission or distribution owner, or by a transmission provider, including TBL and «Customer Name», that is functionally separated from the generation provider in conformance with FERC Orders 888 and 889 or their successors; 15.4 strikes or work stoppage, including the threat of imminent strikes or work stoppage; (2) 15.5 floods, earthquakes, or other natural disasters; terrorist acts; and (3) final 15.6 orders or injunctions issued by a any court or regulatory body having competent subject matter jurisdiction jurisdiction, or any order of an administrative officer which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, financing nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an The Party claiming the Uncontrollable Force prevents a shall notify the other Party from performing any as soon as practicable of that Party’s inability to meet its obligations under this Agreement, such Agreement due to an Uncontrollable Force. The Party shall: (1) immediately notify claiming the other Party of such Uncontrollable Force by also agrees to notify any means practicable and confirm such notice control area involved in writing as soon as reasonably practicable; (2) use its best efforts the scheduling of a transaction which may be curtailed due to mitigate an Uncontrollable Force. Both Parties shall be excused from their respective obligations, other than from payment obligations incurred prior to the effects of such Uncontrollable Force, remedy its inability without liability to performthe other, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep for the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice duration of the resumption Uncontrollable Force and the period reasonably required for the Party claiming the Uncontrollable Force, using due diligence, to restore its operations to conditions existing prior to the occurrence of performance. Written notices sent under this section must comply with Exhibit C.the Uncontrollable Force.

Uncontrollable Forces. The Parties (a) Neither Party shall not be in breach of their respective liable to the other Party for any failure to perform any provision or obligation under this Agreement (other than the Parties’ obligations to make payments then due or becoming due with respect to performance prior to the extent Uncontrollable Forces, and pursuant to Section 8 hereof) if such failure is caused by or results directly or indirectly from any event or circumstance which prevents one Party (the failure to fulfill any obligation "Claiming Party") from performing its obligations hereunder, which event or circumstance was not anticipated as of the date this Agreement was entered into, which is due to an Uncontrollable Force. “Uncontrollable Force” means an event beyond not within the reasonable control of, and without or the fault or result of the negligence of, the Party claiming the Uncontrollable ForceClaiming Party, that prevents that Party from performing its contractual obligations under this Agreement and which, by the exercise of that Party’s reasonable caredue diligence, diligence and foresight, such the Claiming Party was is unable to avoidovercome or avoid or cause to be avoided (hereinafter referred to as “Uncontrollable Forces”). One or more of the following may be of such nature as to meet the foregoing definition of an Uncontrollable Forces includeForce: fires, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakesstorms, or other natural disastersActs of God; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Forcestrikes, after diligent efforts, was unable to have stayed, suspendedwar, or set aside pending review by accidents; ERCOT ISO Directives, failure or curtailment of the electrical or natural gas transportation facilities to or from Seller’s Facility or gas supply to or from Seller’s Facility, or other necessary facilities; or any similar cause beyond the reasonable control of the party failing to perform. No Party shall, however, be relieved of liability for failure of performance if such failure is due to removable or remediable causes, that such Party fails to remove or remedy using commercially reasonable efforts within a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Forcereasonable time period. The economic hardship Claiming Party must provide prompt written or oral notice to the other and shall further provide written notice of either Party shall not constitute an Uncontrollable Forcethe particulars of the event or occurrence within five (5) Business Days of such occurrence. Nothing contained in this provision herein shall be construed to require either Party to settle any a strike on unsatisfactory terms or labor dispute in which it may be involved. If consent to the demands of striking workers. (b) In addition, if the Claiming Party fails to perform due to an Uncontrollable Force prevents for a Party from performing any period of its obligations under this Agreementsixty (60) or more consecutive Days, such Party shall: (1) immediately notify then the other Party of such Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; shall have the right at anytime thereafter (2but before performance has begun again) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; terminate this Agreement upon ten (310) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide Days written notice to the Claiming Party. Such termination shall not give rise to any claims, demands or causes of the resumption action of performance. Written notices sent under this section must comply with Exhibit C.any nature other than those set forth in Section 8.

Uncontrollable Forces. The Parties (a) Unless expressly provided in this Agreement, no party shall not be considered to be in breach of their respective obligations this Agreement to the extent the that a failure to fulfill any obligation is perform its obligations under this Agreement shall be due to an Uncontrollable Force. “The term "Uncontrollable Force” Force " means an event any cause beyond the reasonable control ofcontrol, and without not the fault result of negligence, of the party affected, which cause the affected party by exercise of due diligence is unable to avoid and, when occurred, overcome, including, but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or negligence ofdisobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure to obtain the Party claiming necessary authorizations or approvals from, any governmental agency or authority. The affected party shall take all reasonable steps to mitigate the effects of the Uncontrollable Force. No party shall, however, be relieved of liability for failure of performance to the extent that prevents that Party from performing such failure is due to causes arising out of its contractual obligations under this Agreement and which, by exercise of that Party’s own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable care, diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Forcetime period. Nothing contained in this provision herein shall be construed to require either Party a party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing Any party rendered unable to fulfill any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party by reason of such an Uncontrollable Force by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide shall give prompt written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. Notwithstanding the resumption foregoing, an Uncontrollable Force shall not include: (i) events arising from the failure by the Seller to operate and maintain the Generating Plant in accordance with Prudent Electrical Practices; (ii) an increase in the variable and fixed costs of operation and maintenance of the Generating Plant, unless the increase is caused by an Uncontrollable Force; or (iii) failure of third parties to provide goods or services essential to a party’s performance. Written notices sent , unless such failure is caused by an Uncontrollable Force; (iv) delays in or an inability of a Party to obtain financing. (b) The Department shall not be relieved by operation of Section 5.01(a) of any liability to pay for Non-Firm Energy delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Force. (c) The Seller shall not be relieved by operation of Section 5.01(a) of any of Seller’s payment liabilities under this section must comply with Exhibit C.Agreement including, without limitation, CAISO imbalance energy costs.