Common use of Unforeseen Occurrences Clause in Contracts

Unforeseen Occurrences. In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of any of the following events, but only to the extent such event is beyond the reasonable control of the Party affected by such event and such event occurs without the fault or negligence of such Party or any of its subcontractors or suppliers: an act of God, disruption in transportation system, fire, flood, earthquake, storm, war, riot, revolt, act of a public enemy, embargo, explosion, civil commotion, loss or shortage of power or any law, rule, regulation, order or other action by any public authority (a “Force Majeure Event”), the Party who has been so affected shall immediately give written notice to the other Party and shall use commercially reasonable efforts to resume performance in accordance with this Agreement as promptly as possible. Upon receipt of such notice, all obligations under the Agreement shall be immediately suspended for the duration of the Force Majeure Event. If the period of nonperformance exceeds ninety (90) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice terminate the Agreement without penalty or payment required by either party except as provided in Section 8.6. Delays in delivery due to a Force Majeure Event shall automatically extend the delivery date for a period equal to the duration of such Force Majeure Event. Any acceptance or warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Force Majeure Event. Notwithstanding anything to the contrary, Force Majeure Event shall not include (and a Party shall not be entitled to benefit from this Section 15.5 on account of): (i) any governmental action of an enforcement nature that arises from or relates to such Party’s failure to comply with any Law applicable to such Party’s performance hereunder (including, in the case of Osiris, Osiris’s performance of the Allograft Services) or (ii) any other event that arises from such Party’s negligence or willful misconduct, or that could have been avoided if such Party had not failed to take reasonable precautions to do so. For the avoidance of doubt, materials shortages, strikes, slowdowns or other labor related delays are not Force Majeure Events.

Unforeseen Occurrences. 14.1 In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of fire, natural disaster, action or decrees of Governmental Entities or any of the following events, but only to the extent other event not within such event is beyond the Party’s reasonable control of the Party affected by such event and such event occurs without the fault or negligence of such Party or any of its subcontractors or suppliers: an act of God, disruption in transportation system, fire, flood, earthquake, storm, war, riot, revolt, act of a public enemy, embargo, explosion, civil commotion, loss or shortage of power or any law, rule, regulation, order or other action by any public authority (a “Force Majeure Event”), the Party who has been so affected shall immediately give written notice to the other Party and shall use commercially reasonable efforts do everything reasonably possible to resume performance in accordance with this Agreement as promptly as possibleperformance. Upon receipt of such notice, all obligations under the Agreement shall be immediately suspended for the duration of the Force Majeure Eventsuspended. If the period of nonperformance exceeds ninety (90) days [**] from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may may, by giving written notice notice, terminate the Agreement without penalty or payment required by either party except as provided in Section 8.6Agreement. Delays in delivery due to a Force Majeure Event Events shall automatically extend the delivery date for a period equal to the duration of such Force Majeure EventEvents. Any acceptance or warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Force Majeure Event. As applied to this Section 14 and to determine whether an event is reasonably beyond control of a Party, materials shortages, strikes, slowdowns, other labor related delays or events resulting from a Party’s, its Affiliates or their respective agents negligence, gross negligence, fraud or intentional misconduct are not Force Majeure Events. 14.2 Notwithstanding anything to the contraryprovisions set forth in Section 14.1, above, a Force Majeure Event shall not include (and a Party shall not be entitled to benefit from this Section 15.5 on account of): (i) any governmental action of an enforcement nature that arises from or relates to such PartySupplier’s failure to comply with any Law federal, national, state, provincial, international, or local law, statute, regulation or ordinance applicable to such PartySupplier’s performance hereunder (includingor Supplier’s manufacture, in the case storage or handling of Osiris, Osiris’s performance of the Allograft Services) Products or (ii) any other event that arises from materials associated with such Party’s negligence or willful misconduct, or that could have been avoided if such Party had not failed to take reasonable precautions to do so. For the avoidance of doubt, materials shortages, strikes, slowdowns or other labor related delays are not Force Majeure Eventsperformance.

Unforeseen Occurrences. In Neither Party to this Agreement shall be liable for any delay or failure of performance that is the result of any happening or event that either Party could not reasonably have been avoided or that is unable to perform any of otherwise beyond its obligations under this Agreement, or to enjoy any of its benefits because of any of the following events, but only to the extent such event is beyond the reasonable control of the Party affected by such event and such event occurs without the fault or negligence of such Party or any of its subcontractors or suppliers: an act of God, disruption in transportation system, fire, flood, earthquake, storm, war, riot, revolt, act of a public enemy, embargo, explosion, civil commotion, loss or shortage of power or any law, rule, regulation, order or other action by any public authority (a “Force Majeure Event”). Such happenings or events shall include, but not be limited to, fire, flood, explosion, action of the elements, governmental orders, regulations, restrictions, priorities or rationing, acts of God, or acts of terrorism. The Party who has been so affected by a Force Majeure Event shall immediately promptly give written notice to the other Party and shall use commercially reasonable efforts do everything reasonably possible to resume performance in accordance with this Agreement as promptly as possibleand minimize the effect of the Force Majeure Event. Upon receipt of such notice, all obligations under the Agreement shall be immediately suspended for the duration of the Force Majeure Eventsuspended. If the period of nonperformance exceeds ninety thirty (9030) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice terminate the Agreement without penalty or payment required by either party except as provided in Section 8.6Agreement. Delays in delivery due to a Force Majeure Event Events shall automatically extend the delivery date for a period equal to the duration of such Force Majeure EventEvents. Any acceptance or warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Force Majeure Event. Notwithstanding anything As applied to the contrary, Force Majeure Event shall not include (and a Party shall not be entitled to benefit from this Section 15.5 on account of): (i) any governmental action 16 and to determine whether an event is wholly beyond control of an enforcement nature that arises from or relates to such a Party’s failure to comply with any Law applicable to such Party’s performance hereunder (including, in the case of Osiris, Osiris’s performance of the Allograft Services) or (ii) any other event that arises from such Party’s negligence or willful misconduct, or that could have been avoided if such Party had not failed to take reasonable precautions to do so. For the avoidance of doubt, materials shortages, strikes, slowdowns or other labor related delays are not Force Majeure Events. Notwithstanding the foregoing, a Force Majeure Event shall not include any governmental action of an enforcement nature that arises from or relates to a Party’s failure to comply with any federal, national, state, provincial, or local law, statute, regulation or ordinance applicable to such Party’s performance hereunder or such Party’s manufacture, storage or handling of materials associated with such performance.