Common use of Force Majeure Clause in Contracts

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party Except for payment due hereunder, either party hereto shall be liable relieved from liability for failure to perform ------------- or delay in performing any obligation under this Agreement, except hereunder for the obligation duration and to make payments when due, if the extent such failure or delay is due to force majeure, including, but not limited to, occasioned by war, embargoriots, riotinsurrections, insurrection, sabotage or other civil unrest; fire, explosionexplosions, flood sabotage, strikes, and other labor or other natural disaster; accident industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in furtherance of the International Energy Program, disruption or breakdown of machinery; unavailability of fuel, labor, containers, production or transportation facilities; accidents , delays of navigationpipeline carrier in receiving and delivering crude oil tendered, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or by any other cause cause, whether similar or not, reasonably beyond the control of the affected such party; provided, however, that the Party so failing . Any such failures to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to resume performance of its covenants be remedied with all possible speed. In such eventreasonable dispatch, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor but neither party shall be relieved required to supply substitute quantities from other sources of its obligations under this Agreement (other than supply. Failure to perform due to events of Force Majeure shall not extend the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under terms of this Agreement. The Parties Notwithstanding the above, and in the event that the Agreement is an associated purchase/sale, or exchange of crude oil, the parties shall seek to modify have the relevant provisions rights and obligations described below in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.described below:

Force Majeure. Neither Party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, terrorism, war, hostilities between nations, governmental law, order or regulation, embargo, riotaction by the government or any agency thereof, insurrectionact of God, sabotage storm, fire, accident, labor dispute or strike, sabotage, explosion or other civil unrest; firesimilar or different contingencies, explosionin each case, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the respective Party. The Party affected party; provided, however, that by force majeure shall provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail will use its best endeavors to overcome the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the a force majeure. If majeure for any continuous period of more than six (6) months, the Parties fail hereto shall consult with respect to agree on such modifications within thirty (30) calendar days after notice an equitable solution including the possible termination of 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 after the date of the written noticeAgreement.

Force Majeure. Neither Party shall party will be liable responsible for any failure to perform ------------- or delay in performing any obligation performance of its obligations under this AgreementAgreement because of circumstances beyond its reasonable control, except the obligation to make payments when due, if such failure or delay is and not due to force majeurethe fault or negligence of such party, including, but not limited to, waracts of God, flood, criminal acts, fire, riot, computer viruses, computer hackers, accident, strikes or work stoppage, embargo, riotsabotage, insurrectioninability to obtain material, sabotage equipment or other civil unrest; firephone lines, explosiongovernment action (including any laws, flood ordinances, regulations or other natural disaster; accident the like which restrict or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond prohibit the control providing of the affected party; providedservices contemplated by this Agreement), and other causes whether or not of the same class or kind as specifically named above. In the event a party is unable to perform substantially for any of the reasons 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 days (fifteen (15) days in the cases of credit authorizations and processing of new Accounts), the party so notified may then terminate this Agreement forthwith. This provision shall not, however, that release the Party so failing party unable to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use using its best efforts to recommence avoid or remove such circumstance and such party unable to perform shall continue performance or observance hereunder with the utmost dispatch whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecauses are removed.

Force Majeure. Neither Party shall be liable to the other for any failure to perform ------------- or delay in performing any obligation of its obligations (except payment obligations) under this AgreementMLSA during any period in which such performance is delayed by circumstances beyond its reasonable control, except the obligation to make payments when duesuch as fire, if such failure or delay is due to force majeureflood, war, cyber warfare, including, but not limited to, warInternet-based conflict and attacks on information systems designed to or resulting in the disabling of websites and networks, embargo, riotstrike, insurrection, sabotage riot or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown the intervention of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall governmental authority (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to resume performance of its covenants with all possible speed"Force Majeure"). In such event, however, the non-performing delayed Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 must promptly provide the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after with written notice of 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 after the date of the written noticeForce Majeure.

Force Majeure. Neither Party shall be liable for failure to perform ------------- If the performance of obligations under the Contract are rendered impossible or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure hazardous or delay is otherwise prevented or impaired due to force majeureillness, includingaccident, but not limited toAct(s) of God, warriots, embargostrikes, riotlabor difficulties, insurrectionepidemics, sabotage or other civil unrest; fireearthquakes, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or and/or any other cause or event, similar or dissimilar, beyond the control of the affected party; provided, however, that the Party so failing party required to perform shall such obligation (i) as soon as possible“Force Majeure Events”), inform then each party’s obligations to the other Party of under the occurrence of Contract shall be excused and neither party shall have any liability to the circumstances preventing other under or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable in connection with this Contract. The affected party shall use diligent efforts to eliminate, cure end the failure or overcome any delay and ensure the effects of such cases Force Majeure Event are minimized and to shall resume performance of its covenants with all possible speed. In such event, obligations immediately after the non-performing Party will be excused from any further performance or observance removal of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecause.

Force Majeure. Neither Party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, war, embargostrike, riotflood, insurrection, sabotage governmental acts or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints restrictions or any other cause reason which is beyond the control of the respective Party. The Party affected party; provided, however, that by force majeure shall provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert will use commercially reasonable efforts to eliminate, cure or overcome any of such cases the difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to a force majeure for any continuous period of more than six (6) months, the parties hereto shall seek consult with respect to modify an equitable solution, including the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice possibility of the force majeure is delivered, either Party may terminate mutual termination of this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeAgreement.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation performance of its obligations under this Agreement, except Supply Agreement to the obligation to make payments when due, if extent such failure or delay is due to force majeurecaused by an act of God, includingact of a public enemy, but not limited towar or national emergency, warrebellion, embargoinsurrection, riot, insurrectionepidemic, sabotage or other civil unrest; quarantine restriction, fire, flood, explosion, flood storm, earthquake, interruption in the supply of electricity, power, or energy, or other natural disaster; accident catastrophe, terrorist attack, labor dispute or breakdown disruption of machinery; unavailability of fuel, labor, containerssuch Party’s suppliers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause event beyond the reasonable control of the such Party. If a Party’s performance under this Supply Agreement is affected party; providedby a force majeure event, however, that the such Party so failing shall give prompt written notice of such event to perform shall (i) as soon as possible, inform the other Party and shall at all times use its reasonable commercial efforts to mitigate the impact of the occurrence of the circumstances preventing or delaying the force majeure event on its performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delayunder this Supply Agreement. In the event that, by operation of law a force majeure event as described in this Section that affects either or governmental decree, it becomes illegal both Parties’ ability to market and sell a Product in the Territory, Distributor shall be relieved of its obligations perform under this Supply Agreement, the Parties agree to cooperate in good faith in order to resume the transactions contemplated by this Supply Agreement (other than the obligation to make any payment due hereunder) only as soon as commercially possible to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecommercially reasonable.

Force Majeure. Neither If the performance of any part of these Terms and Conditions by either Party shall be liable for failure to perform ------------- is prevented, hindered, delayed or delay in performing otherwise made impracticable by reason of any obligation under this Agreementflood, except the obligation to make payments when dueriot, if such failure fire, judicial or delay is due to force majeure, governmental action (including, but not limited to, warany law, embargoregulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to these Terms and Conditions), riotlabor disputes, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown act of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints God or any other cause beyond the reasonable control of the affected party; providedthat Party, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 such performance to the extent that it is prevented, hindered or observance of delayed by such cause. Notwithstanding anything herein to the obligation(s) so affected for as long as such circumstances prevail and such contrary, the Party continues to prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance or observance whenever hereunder as soon as reasonably practicable and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of mitigate any damages resulting from its obligations under this Agreement (other than the obligation to make any payment due non-performance hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither In the event that either Party shall be liable for failure is prevented from performing, or is unable to perform ------------- or delay in performing perform, any obligation of its obligations under this Agreement, except the obligation to make payments when due, if such failure or delay is Agreement due to force majeureany act of God, includingfire, but not limited tocasualty, flood, war, embargostrike, riotlock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of governmental authority, epidemic, destruction of production facilities, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelinability to procure materials, labor, containersequipment, transportation or transportation facilities; accidents of navigationenergy sufficient to meet manufacturing needs, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsinvoking this provision, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and if such Party continues to use shall have used its best efforts to recommence performance or observance whenever avoid such occurrence and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market minimize its duration and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by has given prompt written notice to the other Party. Such termination , then the affected Party's performance shall be effective thirty (30) calendar days after excused and the date time for performance shall be extended for the period of the written noticedelay or inability to perform due to such occurrence.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law that either party is prevented from performing or governmental decree, it becomes illegal is unable to market and sell a Product in the Territory, Distributor shall be relieved perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the obligation reasonable control of the party invoking this section, and if such party shall have used its best efforts to make any payment due hereunder) only mitigate its effects, such party shall give prompt written notice to the extent that they relate other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such Productoccurrences. Any Party so delayed in its performance will be under no liability for loss or damages suffered by Notwithstanding the other Party thereby. Either Party may convene a meeting between the Parties foregoing, if such party is not able 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications perform within thirty (30) calendar days after notice the event giving rise to the excuse of force majeure, the force majeure is delivered, either Party other party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeAgreement.

Force Majeure. Neither Party shall be liable for failure 19.1. Non-performance of either Party’s obligations pursuant to perform ------------- the Agreement or delay in performing any obligation under this Agreementsame (except with respect to the payment of charges applicable hereunder) shall not constitute a breach of the Agreement if, except the obligation to make payments when dueand for as long as, if such failure or delay it is due to a force majeuremajeure event, including, but not being limited to, governmental action, or requirement of regulatory authority, lockouts, strikes, shortage of transportation, war, embargo, riot, insurrection, sabotage rebellion or other civil unrest; military action, fire, explosionflood, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelcatastrophes, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control unforeseeable obstacles that a Party is not able to overcome with reasonable efforts, or non-performance of obligations by a sub-contractor to a Party pursuant to any of the affected party; provided, however, that aforementioned reasons. The Party prevented from fulfilling its obligations shall on becoming aware of such event inform the other Party so failing to perform shall (i) in writing of such force majeure event as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss If 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty event continues for more than six (306) calendar days after notice of the force majeure is deliveredmonths, either Party may shall have the right to terminate this the Agreement with immediate effect by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written notice.

Force Majeure. Neither Party shall be liable to the other for failure to perform ------------- or delay in performing any obligation of its obligations under this AgreementAgreement during any time in which such performance is prevented by fire, except the obligation to make payments when dueflood, if such failure or delay is due to force majeure, including, but not limited toother natural disaster, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersdisobedience, or transportation facilities; accidents the intervention of navigationany government authority, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond outside of the reasonable control of the affected party; providedSHIPPER or BROKER, however, provided that the Party so failing prevented uses its best efforts to perform shall (i) as soon as possibleunder this Agreement and provided further, inform that such Party provide reasonable notice to the other Party of the occurrence such inability to perform. Performance obligations of the circumstances preventing or delaying the performance of its 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 of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will Parties may be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 extended by the other 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 circumstances amount of delay caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredForce Majeure events, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeupon mutual agreement.

Force Majeure. Neither Party party shall be liable to the other for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than obligations to pay money) for the obligation to make any payment due hereunder) only time and to the extent that they relate to such Product. Any Party so delayed in its performance will be under no liability for loss failure or damages suffered delay is caused by earthquake, riot, civil commotion, war, hostilities between nations, governmental law, order or regulation, embargo, action by the government or any agency thereof, act of God, act of terrorism, storm, fire, accident, labor dispute or strike, sabotage, explosion or other Party therebysimilar or different contingencies, in each case, beyond the commercially reasonable control of such party. Either Party may convene a meeting between The party affected by Force Majeure shall provide the Parties other party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and shall use commercially reasonable endeavors to discuss overcome the force majeure difficulties created thereby and to resume performance of its effect on obligations as soon as practicable, If the performance of any obligation under this Agreement. The Parties shall seek Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the a force majeure is deliveredfor any continuous period of more than six (6) months, either Party may terminate the parties hereto shall consult with respect to an equitable solution, including the possible termination of this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeAgreement.

Force Majeure. Neither Party shall be liable for failure 19.1. Non-performance of either Party’s obligations pursuant to perform ------------- the Agreement or delay in performing any obligation under this Agreementsame (except with respect to the payment of charges applicable hereunder) shall not constitute a breach of the Agreement if, except the obligation to make payments when dueand for as long as, if such failure or delay it is due to a force majeuremajeure event, including, but not being limited to, governmental action, or requirement of regulatory authority, lockouts, strikes, shortage of transportation, war, embargo, riot, insurrection, sabotage rebellion or other civil unrest; military action, fire, explosionflood, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelcatastrophes, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control unforeseeable obstacles that a Party is not able to overcome with reasonable efforts, or non- performance of obligations by a sub-contractor to a Party pursuant to any of the affected party; provided, however, that aforementioned reasons. The Party prevented from fulfilling its obligations shall on becoming aware of such event inform the other Party so failing to perform shall (i) in writing of such force majeure event as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss If 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty event continues for more than six (306) calendar days after notice of the force majeure is deliveredmonths, either Party may shall have the right to terminate this the Agreement with immediate effect by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written notice.

Force Majeure. Neither Party shall Supplier will not be liable for any failure of performance attributable to acts or events (including war, terrorist activities, conditions or events of nature, industry wide supply shortages, civil disturbances, work stoppage, power failures, failure of telephone lines and equipment, fire and earthquake, or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority) beyond its reasonable control which impair or prevent in whole or in part performance by Supplier hereunder (“Force Majeure”). If Supplier is unable to perform ------------- or delay in performing any obligation under this Agreementits obligations hereunder as a result of a Force Majeure event, except the obligation to make payments when dueSupplier will, if such failure or delay is due to force majeureas promptly as reasonably practicable, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control give notice of the affected partyoccurrence of such event to Buyer and will use commercially reasonable efforts to resume the Services at the earliest practicable date; provided, however, that the Party so failing upon any failure of Supplier to perform shall (i) as soon as possibleprovide Services under this Section 10.3, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of Buyer, in its obligationssole discretion, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any may terminate its receipt 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written Service effective upon notice to the other Party. Such termination shall Supplier and will not be effective thirty (30) calendar days after the date obligated to pay for Services not performed by Supplier due to an event of the written noticeForce Majeure.

Force Majeure. Neither Except with respect to payment obligations under this Agreement, neither Party shall be liable for or will be considered to be in breach of or default under this contract on account of any delay or failure to perform ------------- as a result of any causes or delay in performing any obligation under this Agreementconditions that are beyond the Party’s reasonable control and that the Party is unable to overcome through the exercise of commercially reasonable diligence, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, including but not limited toto pandemics, fire, explosion, flood, storm or other acts of God, disruptions in transportation networks, failures of carriers or utilities, war, embargo, strike, riot, insurrectionor the intervention of any government authority. If any force majeure event occurs, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by give prompt written notice to the other Party. Such termination shall be effective thirty (30) calendar days after party and use commercially reasonable efforts to minimize the date impact of the written noticeevent.

Force Majeure. Neither Party shall Buyer nor Seller will be liable for damages or otherwise for any failure to perform ------------- or delay in performing performance of any obligation under this Agreement, except the hereunder other than any obligation to make payments when duepayment, if where such failure or delay is due to force majeurecaused by Force Majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage being any event or other civil unrest; fire, explosion, flood occurrence or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause circumstance reasonably beyond the control of that party, including but without prejudice to the generality of the foregoing, failure or delay caused by or resulting from Acts of God, strikes, fires, floods, wars, (whether declared or undeclared), riots, destruction of the Product, perils of the sea, embargoes, accidents, restrictions imposed by any government authority or person purporting to act therefore (including allocations, priorities, requisitions, quotas and price controls), adverse weather or sea conditions. The party whose performance is so affected party; providedshall notify the other party hereto indicating the nature of such cause and, however, that to the Party so failing to perform shall (i) as soon as extent possible, inform the other Party party of the occurrence expected duration of the circumstances preventing Force Majeure event. A certificate issued by the respective Chamber of Commerce of the Supplier or delaying the performance of its 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 Buyer shall be sufficient proof of such cases circumstances and their duration. The time for the Seller or Buyer 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its perform their respective obligations under this Agreement the Contract (other than the obligation to make any payment pay when due hereunder) only all amounts that are owing to the extent that they relate other which shall not be suspended) shall be extended during any period during which these obligations are prevented, hindered, curtailed or delayed by reason of any Force Majeure event up to such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeureperiod of 30 consecutive days. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice any of the force majeure is deliveredthese obligations shall be prevented, hindered, curtailed or delayed for more than 30 days, either Party party may terminate this Agreement by contract with respect to such delivery upon written notice to the other Partyparty. Such termination shall be effective thirty (30) calendar days after the date of the written notice5.

Force Majeure. Neither A. Notwithstanding any provision in this Agreement to the contrary, except for any obligation to pay money due for obligations incurred prior to the contract’s termination, each Party shall will be liable for failure excused from performance under this Agreement during the period and to the extent that such Party is unable to perform ------------- or delay in performing by reason of any obligation under this Agreement, except cause beyond the obligation to make payments when due, if such failure or delay is due to force majeurecontrol of that Party, including, but not limited to, fire, storm, drought, flood, earthquake, war, embargo, riotterrorism, insurrection, sabotage power failure, quarantine, fuel shortage, the application or other civil unrest; fireenforcement of any law, explosion, flood or other natural disaster; accident or breakdown government declaration of machinery; unavailability of fuel, labor, containersemergency, or transportation facilities; accidents the inability or delay of navigationa Party to acquire, breakdown or damage after the exercise of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, due diligence and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert commercially reasonable efforts to eliminateunder the circumstances, cure or overcome any of such cases necessary materials, supplies, permits, permissions 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delaygovernmental actions (a “Force Majeure Event”). In the event thatcase of CAK, by operation the failure of law or governmental decreean Operating Organization to perform its obligations to CAK related to the Programs, it becomes illegal to market and sell a Product which CAK in the Territoryexercise of reasonable diligence could not prevent, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeForce Majeure Event.

Force Majeure. Neither No Party shall be 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 to perform ------------- or delay in fulfilling or performing any obligation under of this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage and without the fault or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown negligence of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform or delaying. For purposes of this Agreement, force majeure is defined as causes beyond the reasonable control of a Party, which may include, without limitation, acts of God; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic and failure of public utilities or common carriers. In such event the Party so failing or delaying shall (i) as soon as possible, inform immediately notify the other Party of the occurrence such inability and of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing period for which such delay, and (ii) exert reasonable efforts inability is expected to eliminate, cure or overcome any of continue. The Party giving such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will notice shall thereupon be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved 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 ninety (other than the obligation to make any payment due hereunder90) only to 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 Party thereby. Either Party may convene a meeting between days, after which time the Parties will negotiate in good faith any modifications of the terms of this Agreement that may be necessary to discuss arrive at an equitable solution, unless the Party giving such notice has set out a reasonable timeframe and plan to resolve the effects of such force majeure and its effect on executes such plan within such timeframe. To the extent possible, each Party shall use reasonable efforts to minimize the duration of any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure 1. In the event that either party is prevented from performing or is unable to perform ------------- or delay in performing any obligation of its obligations under this Agreement, except the obligation to make payments when due, if such failure or delay is Agreement (other than a payment obligation) due to force majeureany act of God, includingacts, but not limited toorders, or decrees of governmental or military bodies, fire, casualty, flood, earthquake, war, embargostrike, lockout, epidemic, pandemic, destruction of production facilities, riot, insurrection, sabotage materials unavailability, the failure of equipment or other civil unrest; firetooling provided by Customer except to the extent such failure was caused by Flex, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; providedparty invoking this Section (collectively, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsa “Force Majeure”), and describe at a reasonable level of detail the circumstances causing if such delay, and (ii) exert party shall have used its commercially reasonable efforts to eliminatemitigate its effects, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor party shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by give prompt written notice to the other Party. Such termination party, its performance shall be effective thirty (30) calendar days after excused, and the date time for the performance shall be extended for the period of the written noticedelay or inability to perform due to such occurrences. .

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under as required by this Agreement, except Agreement to the obligation to make payments when due, if extent such failure or delay to perform is due to force majeurecircumstances reasonably beyond such Party’s control, including, but not limited towithout limitation, warfailure of any legal, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersgovernmental, or transportation facilities; accidents accrediting agency approval required for full performance, any order, rule or regulation of navigationany court or government agency, breakdown labor disturbances or damage labor disputes, wars, insurrections, terrorism or civil disorders, acts of vessels or other conveyances for airGod, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected partyParty whose performance is affected; provided, however, that the Party so failing affected by such a condition shall promptly give notice to perform shall (i) as soon as possible, inform the other Party stating the nature of the occurrence of the circumstances preventing or delaying the performance of condition, its obligationsanticipated duration, and describe at a reasonable level any action being taken to avoid or minimize its effect. The suspension of detail the circumstances causing such delayperformance shall be of no greater scope and no longer duration than is reasonably required, and (ii) exert the nonperforming Party shall use its commercially reasonable efforts to eliminateremedy its inability to perform; provided further, cure or overcome any of such cases and to resume performance of its covenants with all possible speed. In such eventhowever, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In that in the event that, by operation the suspension of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other performance continues for more than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure event, the non-affected Party may terminate this Agreement immediately by written noticenotice to the affected Party.

Force Majeure. Neither Party party shall be liable responsible to the other or to any third party for failure any failure, in whole or in part, to perform ------------- or delay in performing any obligation under this Agreementobligations hereunder, except to the obligation extent and for the length of time that performance is rendered impossible owing to make payments when dueacts of God, if such failure or delay is due to force majeurepublic insurrections, includingfloods, but not limited tofires, warstrikes, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike lockouts or other labor disturbances; government restraints or any disputes, epidemics, pandemics and other cause circumstances of substantially similar character beyond the reasonable control of of, and not reasonably foreseeable by, the affected party; providedparty (collectively, however, that the Party “Force Majeure”). Any party so failing to perform affected shall (ia) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert use all reasonable efforts to eliminate, cure or overcome any minimize the effects thereof; and (b) promptly notify the other party in writing of the Force Majeure and the effect of the Force Majeure on such cases and party’s ability to perform its obligations hereunder. The affected party shall promptly resume performance after it is no longer subject to Force Majeure. Vendor shall not be entitled to payment with respect to any period of its covenants with all possible speed. In such event, the non-performing Party will be excused from performance during any further performance or observance Force Majeure event and shall refund to Customer any prepaid fees with respect to any such period within forty-five (45) days of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice cessation of 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 after the date of the written noticeForce Majeure event.

Force Majeure. Neither Party shall be liable for failure In the event that either party is prevented from performing, or is unable to perform ------------- or delay in performing perform, any obligation of its obligations under this Agreement, except the obligation to make payments when due, if such failure or delay is Agreement due to force majeureany act of God, includingfire, but not limited tocasualty, flood, war, embargostrike, riotlock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of governmental authority, epidemic, destruction of production facilities, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelinability to procure materials, labor, containersequipment, transportation or transportation facilities; accidents of navigationenergy sufficient to meet manufacturing needs, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsparty invoking this provision, and describe at a reasonable level of detail the circumstances causing if such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use party shall have used its best efforts to recommence performance or observance whenever avoid such occurrence and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market minimize its duration and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by has given prompt written notice to the other Party. Such termination party, then the affected party’s performance for the period of delay or inability to perform due to such occurrence shall be effective thirty (30) calendar days after suspended. Should either party fail to perform hereunder and shall have provided proper notice to the date other party that it is unable to perform on account of one or more reasons set forth in this section, such party may obtain replacement services from a third party for the written noticeduration of such delay or inability to perform, or for such longer period as such party shall be reasonably required to commit to in order to obtain such replacement services and the services fee payable by such party shall be reduced accordingly.

Force Majeure. Neither No Party shall be liable to any other Party or be deemed to have breached or defaulted under this Agreement for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than obligations for the obligation to make any payment due hereunderof money) only for the time and to the extent that they relate to such Productfailure or delay is caused by or results from acts of God, earthquake, riot, civil commotion, terrorism, war, strikes or other labor disputes, fire, flood, failure or delay of transportation, omissions or delays in acting by a governmental authority, acts of a government or an agency thereof or judicial orders or decrees or restrictions or any other like reason which is beyond the control of the respective Party. Any The Party so delayed in its performance will be under no liability for loss or damages suffered affected by force majeure shall provide the other Party thereby. Either Party may convene with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and shall use commercially reasonable efforts to overcome the difficulties created thereby and to resume performance of its obligations hereunder as soon as practicable, and the time for performance shall be extended for a meeting between number of days equal to 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 circumstances caused by duration of the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party The obligations of ASL and Reliant hereunder shall be liable for failure subject to perform ------------- any delays or delay in performing any obligation under this Agreementnon-performance caused by acts of God, except the obligation to make payments when dueearthquakes, if such failure or delay is due to force majeurefires, includingfloods, but not limited toexplosion, war, embargosabotage, riot, insurrection, sabotage or other civil unrestaccidents; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersorders of, or transportation facilitiesfailure to issue all necessary permits or licenses by, regulatory, governmental, or military authorities; accidents strikes, lockouts or labor trouble; perils of navigation, breakdown or damage of vessels or other conveyances for air, land or the sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other similar cause beyond the reasonable control of the affected either party; provided, however, that the Party so failing and each party shall be under no liability to perform shall (i) as soon as possible, inform the other Party for anything which would constitute a breach of the occurrence of the circumstances preventing or delaying the performance of its 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 this Agreement arising by reason of such cases and to resume performance of its covenants with all possible speedmatters. In such event, the non-The party which is not performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement as a result of an event of force majeure shall use diligent efforts to resume compliance with this Agreement as soon as possible. Should the event of force majeure continue unabated for a period of sixty (other than 60) days or more, the obligation parties shall enter into good faith discussions with a view to make any payment due hereunder) only alleviating its affects or to agreeing upon such alternative arrangements as may be fair and reasonable having regard to the extent circumstances prevailing at that they relate to time. In the event that such Product. Any Party so delayed in its performance will alternative arrangements cannot be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications agreed upon within thirty (30) calendar days after notice of 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 after the date expiration of such initial sixty (60) day period, then the written noticenon-performing party shall continue to diligently attempt to alleviate such event of force majeure until it is removed or eliminated.

Force Majeure. Neither Party shall be liable for failure to perform ------------- If the performance of this Agreement or delay in performing any obligation under this Agreementobligations hereunder is prevented, except the obligation to make payments when due, if such failure restricted or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage interfered with by reason of fire or other civil unrest; firecasualty or accident, explosionstrikes or labor disputes, flood war or other natural disaster; accident violence, any law, order, proclamation, ordinance, demand or breakdown requirement of machinery; unavailability of fuelany government agency, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause act or condition beyond the control of the affected party; providedParty (a “Force Majeure”), however, that the Party so failing affected, upon giving prompt notice to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsParty, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will shall be excused from any further such performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunderpay money) only during such prevention, restriction or interference, provided that such Party continues to perform all its obligations under this Agreement, to the extent that they relate it is able, and uses diligent, good faith efforts to perform any such Productprevented, restricted or interfered obligations as soon as practicable, after the effects of such Force Majeure no longer prevent such performance. Any Further, if a Party so delayed in its performance will be under no liability for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on is prevented from performing any material obligation under this Agreement. The Parties shall seek to modify Agreement by a Force Majeure, for a period of 180 days, then the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either other Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written on notice.

Force Majeure. Neither Party shall Without prejudice to Airline’s rights of termination set forth herein, neither party will be liable for deemed to be in default or breach of this Agreement, in the event and to the extent that its delay or failure to perform ------------- or delay in performing any obligation as required under this AgreementAgreement is prevented, except the obligation to make payments when duedelayed, if such failure or delay is due to force majeure, including, but not limited tomade impossible or impracticable as a result of any act of God, war, embargoinsurrection, riot, insurrectionterrorist attack, sabotage civil disorder, unrest or disturbance, martial law or other civil unrest; governmental restrictions, including rationing, epidemics, fire, explosionflood, flood earthquake or other casualty, failure of facilities or systems, any natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels man-made disaster or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause of like nature that is beyond the reasonable control of the such party (“Force Majeure”). The party affected party; providedby an event of Force Majeure, however, that the Party so failing upon prompt written notice given to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsparty, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will shall be excused from any further performance its obligations on a day to day basis to the extent of such prevention, restriction or observance of interference provided that the obligation(s) party so affected for as long as such circumstances prevail and such Party continues to shall use its best efforts to recommence avoid, remove or work around such Force Majeure event and minimize the consequences thereof and both parties shall resume performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticehereunder as soon as feasible.

Force Majeure. Neither Party shall be liable for failure to perform ------------- If the performance of the Agreement or delay in performing any obligation under this the Agreement, except the obligation making of payments, is prevented or restricted by reason of adverse weather conditions, fire, flood, earthquake, explosion or other casualty or accident, strikes or labour dispute, inability to make payments when dueprocure or delays in procuring transportation, if such failure supplies or delay is due to force majeurepower, including, but not limited to, any act of war, embargo, riot, insurrection, sabotage terrorism or other civil unrest; fireviolence, explosionany law, flood order, proclamation, regulation, ordinance, demand or other natural disaster; accident requirement of any government agency or breakdown of machinery; unavailability of fuelauthority, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving notice to the other party, will be excused from such performance to the extent of such prevention or restriction; provided, however, that the Party party so failing affected will take all reasonable steps to perform shall avoid or remove such causes of non-performance (iwhich will not require a party to settle any strike or labour dispute on terms that are not acceptable to that party in its sole and absolute discretion) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to will resume performance of its covenants with all possible speed. In under the Agreement whenever such eventcauses are removed; provided, the non-performing Party further, that in no event will Interfor be excused obligated to purchase Lumber Products from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues a third party to use its best efforts enable Interfor to recommence performance or observance whenever and deliver Lumber Products to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeCustomer.

Force Majeure. Neither A Party shall be liable for excused from delays or failure to perform ------------- its duties (other than payment obligations) to the extent such delays or delay in performing any obligation under this Agreementfailures result from acts of nature, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited toriots, war, embargoacts of public enemies, riotfires, insurrectionepidemics, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause causes beyond the control its reasonable control. The Parties will promptly inform and consult with each other as to any of the affected party; provided, however, above causes that in their judgment may or could be the Party so failing to perform shall (i) as soon as possible, inform the other Party cause of the occurrence of the circumstances preventing or delaying a substantial delay in the performance of this Agreement. Either Party may, in its obligationsdiscretion, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under terminate this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate to such Product. Any Party so delayed if a delay in its performance will be under no liability for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between the Parties exceeds or is reasonably expected 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeexceed six months.

Force Majeure. Neither Party shall be liable for failure held in breach of its obligations hereunder to perform ------------- the extent only that due performance or delay in performing any observance of such obligation under this Agreementis prevented or delayed by war and other hostilities, except the obligation to make payments when duecivil commotion, if such failure accident, trade disputes, acts or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage restraints of government imposition or other civil unrest; fire, explosion, flood restrictions of imports or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints exports or any other cause beyond not within the control of the affected party; provided, however, that the Party so failing to perform concerned. The Party concerned shall (i) as soon as possible, inform forthwith notify the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, nature and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any effect of such cases event and both Parties shall, where the same is practicable, use every reasonable endeavor to minimize such effect and to resume performance of its covenants comply with all possible speed. In such event, the non-performing Party will respective obligation herein contained as nearly as may be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticetheir original form.

Force Majeure. Neither Party party to this Agreement shall be liable to the other party hereto for any loss or damage resulting from any delay or failure to perform ------------- make or delay in performing any obligation under this Agreementaccept deliveries caused by or arising out of acts of God or the elements, except the obligation to make payments storms, wars, acts of terrorism, sabotage, strikes, labor difficulties, governmental proration or regulation, when dueraw materials or supplies are interrupted, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersunavailable, or transportation facilities; accidents of navigationin short supply, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or and/or any other cause beyond the control of the affected such party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, and describe at a ’s commercially reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delaycontrol. In the event thatthat a party to this Agreement gives notice and an explanation of such force majeure event to the other party hereto within a reasonable time after the occurrence of such force majeure event, by operation the obligations of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor parties shall be relieved suspended from the date of such force majeure event for the length of time during which a party is unable to perform as a result of such force majeure event. Nothing contained in this Section IV.C. shall ever be construed to relieve either party of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 promptly pay the other Party therebyparty amounts due and owing hereunder. Either Party may convene a meeting between No curtailment or suspension of deliveries or acceptance of deliveries pursuant to this Section IV.C. shall operate to extend the Parties to discuss the force majeure and its effect on any obligation under term of this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable to the other for delays in delivery of Product or failure to perform ------------- or delay in performing any obligation under other provision of this Agreement, except the obligation to make payments when due, Agreement if such failure or delay is due to force majeureresults from an act of God, includingwar conditions, but not limited tosabotage, wargovernmental regulations or actions, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosionstrike, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints trouble or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of Party’s reasonable control. Upon the occurrence of any such event which results or will result in failure or delay to perform hereunder as described above, the circumstances preventing Party whose performance is hereby prevented or delaying delayed shall immediately give notice of such occurrence and the effect and/or anticipated effect of such occurrence on the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice to the other Party. Such termination The Party whose performance is so affected shall be effective thirty (30) calendar days after use Commercially Reasonable Efforts to minimize disruptions in performance and to resume full performance hereunder as soon as possible under the date of the written noticecircumstances.

Force Majeure. Neither Party shall party will be liable to the other for failure to perform ------------- or delay when and as specified in performing any obligation under this Agreement, except the obligation to make payments when due, Agreement (exclusive of payment obligations) if such failure or delay to perform is due to force majeure, including, but not limited to, caused by war, embargofire, riotflood, insurrectionstrike, sabotage labor dispute, public disaster, accident, serious illness, act of God, act of terrorism, act of governmental authority (including rule or regulation), or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause similar contingencies (a “Force Majeure”) beyond the reasonable control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party party and which materially interferes with such party’s ability to perform its obligations hereunder. In the event of such a Force Majeure, the party so affected will be excused from any further performance or observance hereunder for the period of time attributable to the obligation(s) so affected for as long as Force Majeure; provided that such circumstances prevail party uses and such Party continues to use its best all reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate to overcome such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeForce Majeure.

Force Majeure. Neither Party shall be liable for failure to perform ------------- To the extent that the performance by Supplier or delay in performing Distributor of any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay of its obligations is prevented due to force majeureunforeseeable circumstances beyond the control of that party, including, including but not limited to, warany act of God, embargonew law, riotregulation or ordinance, insurrection, sabotage war or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containerswar conditions, or transportation facilities; accidents failure of navigation, breakdown transport or damage supply then such performance (except for the payment of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond money) shall be excused and this Agreement shall be deemed suspended during the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 continuation of such cases and to resume performance of its covenants with all possible speed. In circumstances provided such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party party continues to use its best efforts attempt to recommence performance or observance whenever and to whatever the greatest extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither No Party shall will be liable held responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure to perform ------------- or delay in performing any obligation under of this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage and without the fault or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown negligence of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possibleor delaying. For purposes of this Agreement, inform force majeure means a cause beyond the reasonable control of a Party, which may include acts of God; acts, regulations, or laws of any government; war; terrorism; civil commotion; fire, flood, earthquake, tornado, tsunami, explosion or storm; pandemic; epidemic and failure of public utilities or common carriers. In such event the Party so failing, or delaying will immediately notify the other Party of the occurrence such inability and of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing period for which such delay, and (ii) exert reasonable efforts inability is expected to eliminate, cure or overcome any of continue. The Party giving such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party notice will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation as it is thereby disabled from performing for so long as it is so disabled for up to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between maximum of 90 days, after which time the Parties will negotiate in good faith any modifications of the terms of this Agreement that may be necessary to discuss arrive at an equitable solution, unless the Party giving such notice has set out a reasonable timeframe and plan to resolve the effects of such force majeure and its effect on executes such plan within such timeframe. To the extent possible, each Party will use reasonable efforts to minimize the duration of any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Seller's failure or inability to make, or Buyer's failure or inability to take, any delivery or deliveries when due, or the failure or inability of either Party shall be liable for failure to timely perform ------------- or delay in performing any other obligation required of it under this Agreement, except other than the obligation to make payments when duepayment of money, if such failure caused by "Force Majeure", as hereinafter defined, shall not constitute a default of this Agreement or delay is due subject the Party affected by Force Majeure to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrestany liability to the other; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, provided that the Party so failing affected promptly notifies the other of the existence of the Force Majeure, its expected duration and the anticipated effect of the Force Majeure on its ability to perform its obligations under this Agreement. The Party shall promptly notify the other Party when the Force Majeure circumstance no longer affects its ability to perform its obligations hereunder. The quantity of Product to be delivered shall be reduced by that quantity not delivered as a result of the Force Majeure circumstance, unless both Parties agree that the total quantity to be delivered under this Agreement should remain unchanged. For so long as Seller’s ability to perform is affected by the Force Majeure circumstances: (i) as soon as possibleSeller may, inform the other Party at its option, elect to allocate its total production of the occurrence Product among its various requirements for the Product (e.g., manufacturing and sales) in a manner the Seller considers practicable and which, in the opinion of the circumstances preventing or delaying the performance of its obligationsSeller, is fair and describe at a reasonable level of detail the circumstances causing such delayreasonable; and, and (ii) exert reasonable efforts Buyer may obtain the quantities of Product which Seller is unable to eliminatedeliver from another source without any obligation to Seller. During the time that Seller is unable to make deliveries or otherwise perform, cure it shall not be obligated to procure, or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance procure, any quantity of the Product to be sold to Buyer under this Agreement from any alternate producer or observance whenever supplier. As used herein, the term "Force Majeure" means any act of God, nature or the public enemy, accident, explosion, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to whatever extent possible obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity (including, without delaylimitation, the inability to produce the Product due to a co-product circumstance), interruption or curtailment of power supply, or any other circumstance of a similar or different nature which is beyond the reasonable control of the affected Party. A Party is not required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, or seek alternate sources thereof except in accordance with such Party's business judgment as to its best interest. Further and for avoidance of doubt, Seller shall not be required to repair and/or rebuild its production facilities for the Products or facilities related thereto that may be materially damaged or destroyed. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations Force Majeure circumstance affects either Party’s performance under this Agreement for at least ninety (other than 90) consecutive days, the obligation Party who is able to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party perform may terminate this Agreement by upon written notice to the other affected Party. Such termination shall be effective thirty (30) calendar days after the date of the written notice.

Force Majeure. Neither Party DBAG shall not be liable for failure to perform ------------- any default or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsobligations under this Agree- ment, if and to the extent such default or delay is caused directly or indirectly by an event of force majeure – such as war, terrorist attacks, forces of nature or fire, sabotage, epidemics, quarantine, gov- ernment sanctions, collective actions, strike, disruption of provision of services in the supply chain, fail- ure of telecommunications carriers, utility company failures or other similar cause beyond the reasona- ble control of DBAG, provided however, that DBAG is without fault in failing to prevent and has not caused such default or delay, and such default or delay could not reasonably be circumvented by DBAG through the use of alternate sources, workaround plans or other means. In such event, DBAG shall be excused from further performance or observance of the obligations so affected for as long as such circumstances prevail and DBAG continues to use commercially reasonable efforts to recom- mence performance or observance whenever and to the extent possible without delay. If reasonably possible under the circumstances, DBAG shall without undue delay notify Exchange Participant and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeevent.

Force Majeure. Neither Party shall be obliged to seek to perform their obligations under this Agreement or liable for their failure to perform ------------- or delay in performing any obligation under this Agreementdo so to the extent that they are precluded from doing so by either events beyond their own reasonable control such as fire, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited toflood, war, embargo, riotstrike, insurrectionunforecast shortage of materials, sabotage transport delay or interruption or act of government or by the act or omission of the other civil unrest; fire, explosion, flood or Party (“Force Majeure Events”) provided that the affected Party notifies the other natural disaster; accident or breakdown Party promptly in writing and takes all reasonable steps to resolve the Force Majeure Event promptly. Should performance (other than in respect of machinery; unavailability payment of fuel, labor, containers, or transportation facilities; accidents sums due) be impossible for a period in excess of navigation, breakdown or damage of vessels or 30 days then either Party may write to the other conveyances for air, land or sea; other impediments or hindrances Party to transportation; strike or other labor disturbances; government restraints or any other cause beyond terminate the control Agreement in respect of the affected party; provided, however, that the Party so failing order(s) without incurring liability to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeaction.

Force Majeure. Neither Party shall The term “Force Majeure” will be liable for failure defined as an act of God; severe weather conditions; strikes; war, terror or other violence; law or proclamation, demand, or requirement of any governmental agency; or any other similar act or condition whatsoever, beyond the reasonable control of the parties to perform ------------- this Agreement. If the performance of this Agreement by either party or delay in performing any obligation under this AgreementAgreement is prevented, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersrestricted, or transportation facilities; accidents interfered with by reason of navigationa Force Majeure event, breakdown or damage the party whose performance is so affected, on giving prompt notice to the other party, will be excused from such performance to the extent of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected partysuch Force Majeure event; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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) party so affected for as long as will take all reasonable steps to avoid or remove such circumstances prevail causes of nonperformance and such Party continues to use its best efforts to recommence will continue performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate to with dispatch whenever such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecauses are removed.

Force Majeure. Neither Party party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, war, hostilities between nations, governmental law, order or regulation, embargo, riotaction by the government or any agency thereof, insurrectionact of God, sabotage storm, fire, accident, labor dispute or strike, sabotage, explosion or other civil unrest; firesimilar or different contingencies, explosionin each case, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the respective party. The party affected party; provided, however, that by Force Majeure shall provide the Party so failing to perform shall (i) other party with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail will use its best endeavors to overcome the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the a force majeure is deliveredfor any continuous period of more than six (6) months, either Party may terminate the parties hereto shall consult with respect to an equitable solution including the possible termination of this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeAgreement.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is its obligations hereunder due to force majeurecauses beyond its control, including, including but not limited to, waracts of God, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disastercatastrophes; accident any law, order, regulation or breakdown request of machinery; unavailability governmental authority of fuelcompetent jurisdiction, labornational emergencies, containersinsurrections, riots, wars, or transportation facilities; accidents of navigationstrikes, breakdown or damage of vessels or other conveyances for airlock-outs, land or sea; other impediments or hindrances to transportation; strike work stoppages or other labor disturbances; government restraints difficulties, power failures, severe weather conditions or any other cause beyond acts or omissions of transportation common carriers. In the control of the affected party; provided, however, event that the either Party so failing is unable to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance any of its 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 of such cases and to resume performance of its covenants with all possible speed. In such eventobligations under this Agreement for reasons described in this Section, the non-performing Party will be excused from any further shall immediately give notice to the other Party and do everything reasonably possible to remedy the condition and resume performance or observance as soon as possible. Upon receipt of such notice, the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than which the obligation affected Party is unable to make any payment due hereunder) only to the extent that they relate to perform because of such Product. Any Party condition shall be suspended for so delayed in its performance will be under no liability for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure long as such condition exists and its effect on any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice to the other Party. Such termination cure periods hereunder shall be effective thirty (30) calendar days after extended for the date period of the written noticetime that such condition exists.

Force Majeure. Neither No Party shall will be liable held responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure to perform ------------- or delay in performing any obligation under of this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage and without the fault or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown negligence of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform or delaying. For purposes of this Agreement, force majeure means a cause beyond the reasonable control of a Party, which may include acts of God, war, terrorism, cyber-attacks, civil commotion, fire, flood, earthquake, tornado, tsunami, explosion or storm; pandemic; epidemic and failure of public utilities or common carriers. In such event the Party so failing or delaying shall (i) as soon as possible, inform promptly notify the other Party of the occurrence such inability and of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing period for which such delay, and (ii) exert reasonable efforts inability is expected to eliminate, cure or overcome any of continue. The Party giving such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party notice will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than as it is thereby disabled from performing for so long as it is so disabled and shall use commercially reasonable efforts to minimize the obligation to make duration of any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and resume performance of its effect on any obligation under this Agreementas promptly as practicable. The Parties shall seek to modify Notwithstanding the relevant provisions in order to accommodate the circumstances caused by the force majeure. If foregoing, if such Force Majeure event induced delay or failure of performance continues for a period [***] ([***]) calendar days, after which time the Parties fail to agree on such will negotiate in good faith any permanent or transitory modifications within thirty (30) calendar days after notice of the terms of this Agreement that may be necessary to arrive at an equitable solution, unless the Party giving such notice has set out a reasonable timeframe and plan to resolve the effects of such 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 after the date of the written noticeand executes such plan within such timeframe.

Force Majeure. Neither Party The Parties shall not be liable for failure to perform ------------- any default or delay in performing any obligation the performance of its obligations under this Agreement, except if and to the obligation to make payments when due, if extent such failure default or delay is due to caused directly or indirectly by an event of force majeure, including, but not limited to, majeure – such as war, embargoterrorist attacks, riotforces of nature or fire, insurrectionsabotage, sabotage epidemics, quarantine, government sanctions, collective actions, strike, disruption of provision of services in the supply chain, failure of telecommunications carriers, utility company failures or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other similar cause beyond the reasonable control of the affected party; providedParties, provided however, that the Party so Parties are without fault in failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing prevent or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such default or delay, and (ii) exert reasonable efforts to eliminatesuch default or delay could not reasonably be circumvented by the Parties through the use of alternate sources, cure workaround plans or overcome any of such cases and to resume performance of its covenants with all possible speedother means. In such event, the non-performing Party will Parties shall be excused from any further performance or observance of the obligation(s) obligations so affected for as long as such circumstances circum- stances prevail and such Party continues the Parties continue to use its best commercially reasonable efforts to recommence recom- mence performance or observance whenever and to whatever the extent possible without delay. In If rea- sonably possible under the event thatcircumstances, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor Parties shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 immediately notify the other Party thereby. Either Party may convene by telephone, to be confirmed in writing within one (1) calendar day, and describe at a meeting between reason- able level of detail the Parties to discuss the circumstances of such 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeevent.

Force Majeure. Neither Party party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, war, hostilities between nations, governmental law, order or regulation, embargo, riotaction by the government or any agency thereof, insurrectionact of God, sabotage storm, fire, accident, labor dispute or strike, sabotage, explosion or other civil unrest; firesimilar or different contingencies, explosionin each case, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the respective party. The party affected party; provided, however, that by force majeure shall provide the Party so failing to perform shall (i) other party with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail will use its best endeavors to overcome the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the a force majeure is deliveredfor any continuous period of more than six (6) months, either Party may terminate the parties hereto shall consult with respect to an equitable solution including the possible termination of this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeAgreement.

Force Majeure. Neither The failure of either Party shall be liable for failure to timely perform ------------- or delay in performing any obligation under this Agreement, Agreement (except the obligation for any obligations to make payments when dueto the other Party hereunder) by reason of epidemic, if such failure or delay is due to force majeureearthquake, includingriot, but not limited tocivil commotion, fire, act of God, war, embargoterrorist act, riotstrike, insurrectionflood, sabotage or governmental act or restriction, or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause that is beyond the reasonable control of the respective Party, will not be deemed to be a material breach of this Agreement, but will be excused to the extent and for the duration of such cause, and the affected party; provided, however, that Party will provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing likely extent and duration of the interference with its activities) and will use its commercially reasonable efforts to avoid or delaying remove such cause, and will perform its obligation(s) with the utmost dispatch when the cause is removed. If the performance of its obligations, and describe at a reasonable level of detail the circumstances causing any such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations obligation under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate is delayed owing to such Product. Any Party so delayed in its performance will be under no liability a force majeure for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between any continuous period of more than ninety (90) days, the Parties hereto will consult with respect to discuss an equitable solution, including the force majeure and its effect on any obligation under possibility of the mutual termination of this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Except with respect to payment obligations under this Agreement, neither Party shall be liable for or will be considered to be in breach of or default under this contract on account of any delay or failure to perform ------------- as a result of any causes or delay in performing any obligation under this Agreementconditions that are beyond the Party’s reasonable control and that the Party is unable to overcome through the exercise of commercially reasonable diligence, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, including but not limited toto pandemics, fire, explosion, flood, storm or other acts of God, disruptions in transportation networks, failures of carriers or utilities, war, embargo, strike, riot, insurrectionor the intervention of any government authority. If any force majeure event occurs, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by give prompt written notice to the other Party. Such termination shall be effective thirty (30) calendar days after Party and use commercially reasonable efforts to minimize the date impact of the written noticeevent.

Force Majeure. Neither Party Both parties shall be liable for failure excused from all performance and or payment obligations when the ability of either party to perform ------------- according to the terms of this Agreement has been impeded as a result of, or delay in performing arising from, any obligation under this Agreementof the following: governmental or airport laws, except the obligation to make payments when dueregulations, if such failure or delay is due to force majeure, including, but not limited toorders, war, embargoacts of terrorism, riotacts of God, insurrectionriots, sabotage civil disobedience; or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances national emergencies (hereinafter referred to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing as "Force Majeure conditions"). Any Force Majeure conditions shall be said to have impeded a parties ability to perform when it has required that party to cancel a scheduled charter flight. The parties shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will only be excused from any further their performance or observance and/or payment obligations during the duration of the obligation(s) so affected for as long as Force Majeure condition. Either party shall promptly notify the other of any such circumstances prevail and such Party continues conditions which may result in its inability to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of resume its obligations under this Agreement (other than upon the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice cessation of the force majeure Force Majeure condition. Each party shall make every effort to resume performance, at the earliest time that it is delivered, either Party may terminate this Agreement by written notice safe and prudent to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticedo so.

Force Majeure. Neither Party shall be liable to the other for ------------- failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, war, hostilities between nations, governmental law, order or regulation, embargo, riotaction by the government or any agency thereof, insurrectionact of God, sabotage storm, fire, accident, labor dispute or strike, sabotage, explosion or other civil unrest; firesimilar or different contingencies, explosionin each case, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the respective Party. The Party affected party; provided, however, that by Force Majeure shall provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail will use its best endeavors to overcome the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the a force majeure. If majeure for any continuous period of more than six (6) months, the Parties fail hereto shall consult with respect to agree on such modifications within thirty (30) calendar days after notice an equitable solution, including the possible termination of 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 after the date of the written noticeAgreement.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law that either Party is prevented from performing or governmental decree, it becomes illegal is unable to market and sell a Product in the Territory, Distributor shall be relieved perform any of its obligations under this Agreement (other than the obligation to make pay money) due to any payment due hereunder) only act of God; fire; casualty; flood; war; strike; lockout; failure of public utilities; injunction or any act, exercise, assertion or requirement of governmental authority; epidemic; destruction of production facilities; riots; insurrection; inability to procure or use materials, labor, equipment, transportation or energy; or any other cause beyond 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice reasonable control of the force majeure is deliveredParty invoking this Section 16.3 if such Party shall have used its best efforts to avoid such occurrence ("Force Majeure"), either such Party may terminate this Agreement by written shall give notice to the other Party in writing promptly, and thereupon the affected Party. Such termination 's performance shall be effective thirty (30) calendar days after excused and the date time for performance shall be extended for the period of the written noticedelay or inability to perform due to such occurrence.

Force Majeure. Neither If either Party shall be liable for failure is prevented from performing, or is unable to perform ------------- or delay in performing perform, any obligation of its obligations under this Agreement, except the obligation to make payments when due, if such failure or delay is Support and Maintenance Agreement (other than payment obligations) due to force majeureany cause beyond its reasonable control, including, the affected Party’s performance will be excused for the resulting period of delay or inability to perform. Such causes include but are not limited to, war, embargoriots, riotlabour unrest, insurrection, sabotage or other civil unrest; fire, explosionearthquake, flood or flood, hurricane, other natural disaster; accident disasters and acts of God, Internet service failures or breakdown delays, and denial of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or service attacks and any other cause beyond circumstance that according to the control Norwegian law is considered “force majeure”. Each party is entitled to terminate the Support and Maintenance Agreement with one month’s written notice, if the force majeure situation makes it particularly burdensome for such party to maintain the Support and Maintenance Agreement. Each of the affected parties shall cover their own costs associated with the ending of the contractual relationship. The Customer shall pay the agreed price for the part of the deliverables that was performed prior to the Support and maintenance Agreement coming to an end. The parties may not present other claims against each other due to the Support and maintenance Agreement coming to an end pursuant to this provision. The parties shall, in connection with force majeure situations, have a mutual disclosure obligation towards each other concerning all matters that must be deemed relevant to the other party; provided, however, that the Party so failing to perform . Such information shall (i) be disclosed as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure to perform ------------- If the performance of this Agreement or delay in performing of any obligation under this Agreementhereunder is prevented, except the obligation to make payments when duerestricted or interfered with by reason of fire or earthquake, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; firecasualty or accident, explosionstrikes or labor disputes, flood war or other natural disaster; accident violence, any law, order, proclamation, regulation, ordinance, demand or breakdown requirement of machinery; unavailability of fuelany government agency, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause act or condition whatsoever beyond the reasonable control of the affected partyParty so affected, such Party, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference and this Agreement shall be deemed suspended so long as and to the extent that any such cause prevents or delays the performance; provided, however, that the Party so failing to perform affected shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence avoid or remove such cause of non-performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market continue performance hereunder whenever such cause is removed; and sell a Product in the Territory, Distributor shall be relieved of its obligations under provided further that this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate to such Product. Any Party so delayed in its performance will may be under no liability for loss or damages suffered terminated by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by upon written notice to the other Party. Such termination , if such event shall be effective thirty continuously prevent performance for longer than ninety (3090) calendar days after the date of the written noticedays.

Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure to perform ------------- or delay in fulfilling or performing any obligation under term of this Agreement, except the other than an obligation to make payments hereunder, when due, if such failure or delay is due to force majeurecaused by or results from fire, includingfloods, but not limited toembargoes, government regulations, prohibitions or interventions, war, embargoacts of war (whether war be declared or not), riotinsurrections, insurrectionriots, sabotage or other civil unrest; firecommotions, explosionstrikes, flood or other natural disaster; accident or breakdown lockouts, acts of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints God or any other cause beyond the reasonable control of the affected partyparty to anticipate, prevent, avoid or mitigate (a “Force Majeure Event”); provided, however, that the Party so failing any failure or delay in fulfilling a term of this Agreement shall not be considered a result of a Force Majeure Event if it arises from a failure of Licensee or Cellegy to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, comply with applicable laws and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delayregulations. In the event thatof force majeure lasting more than sixty days (60) days, by operation of law or governmental decree, it becomes illegal the Parties agree to market meet and sell a Product in the Territory, Distributor shall be relieved of its obligations under discuss how this Agreement (other than can be justly and fairly implemented under the obligation to make any payment due hereunder) only to the extent that they relate to circumstances prevailing in such Product. Any Party so delayed in its performance will be under no liability for loss Country or damages suffered by the other Party thereby. Either Party may convene a meeting between Countries and if 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 circumstances caused by the force majeure. If the Parties fail are unable to agree on such modifications within thirty (30) calendar days after notice of upon how the force majeure is delivered, Agreement can be implemented then either Party may terminate this the Agreement by written notice in relation to the other Party. Such termination shall be effective thirty such country or countries upon sixty (3060) calendar days after the date of the written notice.

Force Majeure. Neither Party Buyer nor Seller shall be liable in default of the Order for any delay or failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to acts of government, court Order, civil unrest, sabotage, adverse weather conditions, fire, force majeureof nature, includingutility failure, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood similar act or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause event beyond the parties' reasonable control of and without the affected party; provided, however, that the Party so failing parties' fault or negligence. The party claiming relief herein shall give prompt notice to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsparty, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases and to resume performance of its covenants together with all possible speednecessary information with respect to the circumstances. In such eventNotwithstanding the above, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event thatBuyer may, by operation of law notice in writing, terminate any Order without liability if the actual delivery date will or governmental decree, it becomes illegal is likely to market and sell a Product in extend beyond the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 scheduled delivery date by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within more thirty (30) calendar days after notice of 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 after the date of the written noticedays.

Force Majeure. Neither Party shall be liable for failure or responsible to perform ------------- the other Party, nor be deemed to have defaulted under or delay in performing any obligation under breached this Agreement, except for delay or failure in the obligation performance of any of its obligations hereunder to make payments when duethe extent, if and for so long as, such delay or failure or delay is due to force majeurecauses beyond its reasonable control, includingwhich may include, but not limited towithout limitation, acts of nature, fires, earthquakes, strikes and labor disputes, acts of war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersterrorism, or transportation facilitiescivil unrest (“Force Majeure”); accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of provided that the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform promptly notifies the other Party of and further provided that the occurrence of the circumstances preventing or delaying the performance of affected Party shall use its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert commercially reasonable efforts to eliminate, cure avoid or overcome any remove such causes of non-performance and to mitigate the effect of such cases occurrence, and to resume shall continue performance of its covenants with all possible speed. In the utmost dispatch whenever such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delaycauses are removed. In the event thatany such Force Majeure event continues for three (3) months or more, by operation of law or governmental decree, it becomes illegal the unaffected Party shall have the right to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under terminate this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice , effective as of 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 after the date of delivery of notice, which notice shall not be delivered prior to the written noticeend of such three (3) month period.

Force Majeure. Neither Party shall be liable Except for failure to perform ------------- or delay in performing any obligation under this Agreement, except the Service Recipient’s obligation to make timely payments when duefor Services performed in accordance with the terms hereof, if such failure no Party will have any liability for any Losses or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood lightning, pest damage, power failure or other natural disaster; accident surges, strikes or breakdown labor disputes, water or flood, acts of machinery; unavailability God, the elements, war, cyber attack, civil disturbances, acts of fuelcivil or military authorities or the public enemy, laborinterruption of transportation, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond such Party’s reasonable control similar to the control foregoing that prevent such Party from materially performing its obligations hereunder. If any Party claims a condition of force majeure as an excuse for non-performance of any provision of Services, the Party asserting the claim must notify the other Parties as soon as practicable of the affected party; providedforce majeure condition, howeverdescribing the condition in reasonable detail and, that to the Party extent known, the probable extent and duration of the condition. For so failing to perform shall long as a condition of force majeure continues, (i) the Party invoking the condition as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the an excuse for non-performance of its obligations, and describe at a hereunder will use reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable best efforts to eliminate, cure or overcome any of such cases and remove the condition as promptly as possible so as to resume performance of its covenants with all possible speed. In such event, obligations hereunder and (ii) the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under which the Party not invoking the condition as an excuse for non-performing Party will be excused from any further performance or observance hereunder would obtain the benefit of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the same extent that they relate to (or as nearly as practicable) as if such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecondition did not exist.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation performance of its obligations under this Agreement, except Supply Agreement to the obligation to make payments when due, if extent such failure or delay is due to force majeurecaused by an act of God, includingact of a public enemy, but not limited towar or national emergency, warrebellion, embargoinsurrection, riot, insurrectionepidemic, sabotage or other civil unrest; quarantine restriction, fire, flood, explosion, flood storm, earthquake, interruption in the supply of electricity, power, or energy, or other natural disaster; accident catastrophe, terrorist attack, labor dispute or breakdown disruption of machinery; unavailability of fuel, labor, containerssuch Party's suppliers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause event beyond the reasonable control of the such Party. If a Party's performance under this Supply Agreement is affected party; providedby a force majeure event, however, that the such Party so failing shall give prompt written notice of such event to perform shall (i) as soon as possible, inform the other Party and shall at all times use its reasonable commercial efforts to mitigate the impact of the occurrence of the circumstances preventing or delaying the force majeure event on its performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delayunder this Supply Agreement. In the event that, by operation of law a force majeure event as described in this Section that affects either or governmental decree, it becomes illegal both Parties' ability to market and sell a Product in the Territory, Distributor shall be relieved of its obligations perform under this Supply Agreement, the Parties agree to cooperate in good faith in order to resume the transactions contemplated by this Supply Agreement (other than the obligation to make any payment due hereunder) only as soon as commercially possible to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticecommercially reasonable.

Force Majeure. Neither Party No party shall be liable for failure to perform ------------- the other, or delay be in performing any obligation default under the terms of this Agreement, except for its failure to fulfill its obligations hereunder to the obligation to make payments when due, if extent such failure or delay is due to force majeure, arises for any reason beyond its control including, but not limited towithout limitation, strikes, lockouts, labor disputes, acts of God, acts of nature, acts of governments or their agencies, fire, flood, storm, power shortages or power failure, war, embargosabotage, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, inability to obtain sufficient labor, containersraw materials, fuel or utilities, or inability to obtain transportation facilities(each, an "Event of Force Majeure"); accidents provided that the party relying on the provisions of navigation, breakdown this Section 11.10 shall forthwith give to the other notice of its inability to observe or damage perform the provisions of vessels or other conveyances for air, land or seathis Agreement and the reasons therefor; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond and provided further that the control suspension of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party obligations of the occurrence of the circumstances preventing or delaying the performance of its 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 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) party so affected shall continue only for as so long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation Event of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeForce Majeure continues.

Force Majeure. Neither Party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, war, embargostrike, riotflood, insurrectionact of terrorism, sabotage governmental acts or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints restrictions or any other cause reason that is beyond the control of the respective Party. The Party affected party; provided, however, that by force majeure shall provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail will use Commercially Reasonable Efforts to overcome the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases difficulties created thereby 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 obligations as long soon as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticepracticable.

Force Majeure. Neither Party Company nor Contractor shall be liable to the other for any delay, damage, or failure to act due to, or occasioned or caused by laws, orders, rules, or regulations or by strikes, unusually severe actions of the elements, fires, explosions, or other unusually restrictive causes beyond the reasonable control and not reasonably within the contemplation of the Parties. Any delay due to any of the above causes shall not be deemed to be a breach of or failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; : provided, however, that the Party so failing rendered unable, in whole or part, to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of carry out its obligations under this Agreement (other than shall promptly give notice and full particulars of the obligation cause of such delay, damage, or failure to make any payment due hereunder) only act in writing to 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 Party therebyafter such occurrence. 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 circumstances caused Unless otherwise agreed by the force majeure. If Parties, Contractor shall not be entitled to payment for services suspended during periods of Force Majeure, and after seven days of Force Majeure conditions Company shall have the Parties fail right to agree on such modifications within thirty (30) calendar days after notice of cancel the force majeure is delivered, either Party may terminate this Agreement by pertinent oral or written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeWork order without consequences.

Force Majeure. Neither Notwithstanding anything to the contrary contained herein, neither Party shall be liable to the other for any delays or failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeureperformance of obligations hereunder resulting from acts beyond its reasonable control, including, but not limited to, acts of God, acts of war, embargocivil unrest or terrorism, riotpandemic or epidemic or the effects of a national, insurrection, sabotage state or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond local emergency as declared by the control appropriate elected official(s) of the affected party; providedjurisdiction (each, howevera “Force Majeure”). Notwithstanding the foregoing, that in the Party so failing to perform shall (i) as soon as possible, inform the other Party event of the occurrence of the circumstances preventing or delaying the performance of its obligationsa Force Majeure, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate permitted, practicable or possible, each Party agrees to such Productmake a good faith effort to perform its obligations hereunder and/or to negotiate an addendum to this Agreement to reflect an amended Scope of Work and compensation therefore. Any If either Party so delayed in its performance will be under no liability for loss or damages suffered is unable to perform due to a Force Majeure, neither Party is obligated to perform during the period affected by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeForce Majeure.

Force Majeure. Neither Party shall be liable If the performance of any part of this Agreement (except for failure to perform ------------- or delay in performing any payment obligation under this Agreement) by either Party is prevented, except the obligation to make payments when duerestricted, if such failure interfered with or delay is due to delayed by an event or circumstance of force majeure, majeure (including, but not limited tofire, warflood, embargo, riotpower shortage or failure, acts of war, insurrection, sabotage or other civil unrest; fireriot, explosionterrorism, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelstrike, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike lockout or other labor disturbances; government restraints disturbance or any other cause beyond acts of God) that is not within the control reasonable control, directly or indirectly, of the affected party; providedParty seeking to have its performance excused thereby, however, that the Party so failing to perform shall (i) as soon as possibleaffected shall, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by upon giving written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference or delay; provided that the affected Party shall use its reasonable efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed. Such termination The Parties agree that a Party’s financial inability or other inability to obtain funds sufficient to perform its obligations hereunder shall not be effective thirty (30) calendar days after the date of the written noticegrounds for obtaining relief under this Section 13.1.

Force Majeure. Neither Party No party to this Agreement shall be liable for failure to perform ------------- non-performance hereunder resulting from: severe weather conditions; war; riots; delay of carriers; complete or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is partial plant shut-down due to force majeurethe inability to obtain sufficient raw materials or power; civil disorder; earthquakes; any law, includingorder, but not limited toproclamation, warregulation, embargoordinance, riot, insurrection, sabotage demand or other civil unrestrequirement of any governmental agency; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause condition or occurrence whatsoever beyond the control of such party, but only to the affected partyextent performance hereunder is prevented by any such condition. If the performance of this Agreement is prevented by reason of any such event, (a) the party whose performance is prevented, shall give prompt written notice to the other party of the event and shall be excused from performance, but only to the extent prevented; provided, however, that the Party so failing party whose performance is prevented shall take all commercially reasonable steps to perform avoid or remove such causes of nonperformance and shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the continue performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever the extent possible without delay. In the event that, by operation of law commercially and reasonably possible; and (b) if it appears that a time for delivery or governmental decree, it becomes illegal performance scheduled pursuant to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate to such Product. Any Party so delayed in its performance will be delayed for more than six (6) months, the party receiving notice under no liability for loss or damages suffered by subsection (a) above shall have the other Party thereby. Either Party may convene a meeting between the Parties right 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredterminate, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after party, any portion of this Agreement covering the date prevented performance, and the obligations and liabilities of both parties with respect to such portion of the written noticeAgreement shall thereupon lapse and terminate, except to the extent such obligations or rights are intended to survive pursuant to this Agreement.

Force Majeure. Neither No Party shall be 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 to perform ------------- or delay in fulfilling or performing any obligation under (other than a payment obligation) of this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeure, includingand without the fault or negligence of the Party so failing or delaying. For purposes of this Agreement, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause force majeure is defined as causes beyond the control of the affected partyParty, including acts of God; providedmaterial changes in Law; war; civil commotion; destruction of production facilities or materials by fire, howeverflood, that earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event EPIZYME or EISAI, as the Party so failing to perform case may be, shall (i) as soon as possible, inform immediately notify the other Party of the occurrence such inability and of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing period for which such delay, and (ii) exert reasonable efforts inability is expected to eliminate, cure or overcome any of continue. The Party giving such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party will notice shall thereupon be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved 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 ninety (other than 90) days, after which time EPIZYME and EISAI shall promptly meet to discuss in good faith how to best proceed in a manner that maintains and abides by the obligation to make any payment due hereunder) only to Agreement. To the extent that they relate possible, each Party shall use reasonable efforts to such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by minimize the other Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on duration of any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for have any obligation to perform any specific Service hereunder if its failure to perform ------------- do so is caused by or delay in performing results from any obligation act of God, governmental action, natural disaster, strike, terrorism, war, insurrection or other cause or circumstances beyond its control, which acts or occurrences make it impossible for such Party to carry out its obligations under this Agreement. During the term of the force majeure event, except the Party receiving the Service shall have no obligation to make payments when due, if such failure or delay is due to force majeure, including, but pay for the specific Service that the other Party does not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control provide as a result of the affected partyforce majeure event; provided, however, that the Party so failing to perform shall (i) as soon as possibleperforming the Service, inform shall, unless instructed otherwise by the other Party of receiving the occurrence of the circumstances preventing or delaying the performance of its obligationsService, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert use commercially reasonable efforts to eliminate, cure remove or overcome any eliminate such cause 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 delay or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticedefault.

Force Majeure. Should any circumstances beyond the control of Dominion or Customer occur that delay or render impossible the performance of any obligation due under this Agreement, such obligation will be postponed for the period of any delay resulting from any such circumstances, plus a reasonable period to accommodate adjustment to such extension, or cancelled if performance has been rendered impossible thereby. Such events may include, without limitation, accidents; war, acts of terrorism; natural disasters; labor disputes; acts, laws, rules or regulations of any government or government agency; or other events beyond the control of both Dominion and Customer. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown Agreement for any loss or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of due to such delay or performance failures. Notwithstanding the occurrence of the circumstances preventing or delaying the performance of its obligationsforegoing, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to both Parties shall use its their best efforts to recommence performance or observance whenever and minimize the adverse consequences of any such circumstances. This Section shall not operate to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal excuse any Party from paying amounts that are owed pursuant to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure to perform ------------- If the performance of the Agreement or delay in performing any obligation under this the Agreement, except the obligation making of payments, is prevented or restricted by reason of adverse weather conditions, fire, flood, earthquake, explosion or other casualty or accident, strikes or labour dispute, inability to make payments when dueprocure transportation, if such failure supplies or delay is due to force majeurepower, including, but not limited to, any act of war, embargo, riot, insurrection, sabotage terrorism or other civil unrest; fireviolence, explosionany law, flood order, proclamation, regulation, ordinance, demand or other natural disaster; accident requirement of any government agency or breakdown of machinery; unavailability of fuelauthority, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving notice to the other party, will be excused from such performance to the extent of such prevention or restriction; provided, however, that the Party party so failing affected will take all reasonable steps to perform shall avoid or remove such causes of non-performance (iwhich will not require a party to settle any strike or labour dispute on terms that are not acceptable to that party in its sole and absolute discretion) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 of such cases and to will resume performance of its covenants with all possible speed. In under the Agreement whenever such eventcauses are removed; provided, the non-performing Party further, that in no event will Interfor be excused obligated to purchase Lumber Products from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues a third party to use its best efforts enable Interfor to recommence performance or observance whenever and deliver Lumber Products to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeCustomer.

Force Majeure. Neither Except for the Parties’ obligations to make payments to each other under this Agreement, neither Party shall be liable for a delay in its performance or its failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is hereunder due to force majeurecauses beyond its reasonable control, including, but not limited to, waracts of God, embargofire, riotflood, insurrection, sabotage or other catastrophes; government, legal or statutory restrictions on forms of commercial activity; or order of any civil unrestor military authority; firenational emergencies, explosioninsurrections, flood riots or other natural disaster; accident wars or breakdown of machinery; unavailability of fuelstrikes, labor, containers, lock-outs or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall work stoppages (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay“Force Majeure”). In the event thatof any one or more of the foregoing occurrences, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor notice shall be relieved of its obligations under this Agreement (other than given by the obligation Party unable to make any payment due hereunder) only perform to 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 Party therebyand the Party unable to perform shall be permitted to delay its performance for so long as the occurrence continues. Either Party may convene a meeting between Should the Parties suspension of obligations due 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty Force Majeure exceed two (302) calendar days after notice of the force majeure is deliveredmonths, either Party may terminate this Agreement by written upon delivery of notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event thateither party is rendered unable, by operation of law wholly or governmental decreein part, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of perform its obligations under this Agreement (other than the obligation to make any payment payments due hereunder) only due to acts of God, floods, fires, explosions, extreme heat or cold, earthquake or storm; transportation difficulties, strikes, lockouts or other industrial disturbances; wars, acts of terrorism or sabotage; accident or breakage of equipment or machinery; failure of transporters to furnish transportation, failure of suppliers to furnish supplies; or any law, rules, order or action of any court or instrumentality of the extent federal or any state government; or for any other cause or causes beyond its reasonable control, it is agreed that they relate to on such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between the Parties to discuss the party’s giving notice and full particulars of such 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice to the other Party. Such termination party, the obligations of the party giving such notice shall be effective thirty (30) calendar days after suspended from the date of receipt of such notice and for the written noticecontinuance of any inability so caused, but for no longer period, and such cause shall, so far as possible, be remedied with all reasonable dispatch. The term force majeure shall not apply to those events which merely make it more difficult or costly for Seller or Buyer to perform their obligations hereunder. Buyer and Seller further agree that at the conclusion of any force majeure event, neither Buyer nor Seller shall have any obligation to each other with respect to any quantities of Product not delivered as a consequence of such force majeure event. No condition of force majeure shall operate to extend the terms of this Agreement.

Force Majeure. Neither In the event that either Party shall be liable for failure is prevented from performing or is unable to perform ------------- or delay in performing any obligation of its obligations under this Agreement, except the obligation to make payments when due, if such failure or delay is Agreement due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrestany act of God; fire; casualty; flood; war; strike; lockout; failure of public utilities; injunction or any act, explosionexercise, flood assertion or other natural disasterrequirement of governmental authority; accident epidemic; destruction of production facilities; riots; insurrection; inability to procure or breakdown of machinery; unavailability of fueluse materials, labor, containersequipment, transportation or transportation facilitiesenergy; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; provided, however, that the Party so failing to perform invoking this Section 15.7 if such Party shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of have used its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminateavoid such occurrence, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written give notice to the other Party in writing promptly, and thereupon the affected Party. Such termination ’s performance shall be effective thirty (30) calendar days after excused and the date time for performance shall be extended for the period of the written noticedelay or inability to perform due to such occurrence.

Force Majeure. Neither Party shall None of the parties will be liable to any other party for failure to perform ------------- or delay delays in performing any obligation under this Agreement, except part of the obligation to make payments when due, Transition Services if such failure or delay is due to force majeure, including, but not limited toresults from an act of God, war, terrorism, revolt, revolution, sabotage, actions of a Governmental Entity, Laws, regulations, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosionstrike, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints trouble or any other cause or circumstance beyond the control of such party other than financial difficulties of the other party. Upon the occurrence of any such event which results in, or will result in, delay or failure to perform according to the terms of this Agreement, each party will promptly give notice to the other parties of such occurrence and the effect and/or anticipated effect of such occurrence. All parties will use their reasonable efforts to minimize disruptions in their performance, to resume performance of their obligations under this Agreement as soon as practicable and to assist the other parties in obtaining, at their sole expense, an alternative source for the affected partyTransition Services and the receiving party will be released from any payment obligation to the performing party with respect to the affected Transition Services during the period of such force majeure; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform resolution of any strike or labor trouble will be within the other Party sole discretion of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeparty.

Force Majeure. Neither Except for obligations of payment arising hereunder, neither Party shall be liable to the other for failure to perform ------------- or delay in performing the performance of any obligation of its obligations under this Agreement, except Agreement for the obligation time and to make payments when due, if the extent such failure or delay is due to force majeurecaused by earthquake, includingriot, but not limited tocivil commotion, terrorism, war, hostilities between nations, governmental law, order or regulation, embargo, riotaction by the government or any agency thereof, insurrectionact of God, sabotage storm, fire, accident, labor dispute or strike, sabotage, explosion or other civil unrest; firesimilar or different contingencies, explosionin each case, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the respective Party. The Party affected party; provided, however, that by force majeure shall provide the other Party so failing to perform shall (i) with full particulars thereof as soon as possible, inform the other Party it becomes aware of the occurrence same (including its best estimate of the circumstances preventing or delaying likely extent and duration of the performance of interference with its obligationsactivities), and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert shall use its commercially reasonable efforts to eliminate, cure or overcome any of such cases the difficulties created thereby and to resume performance of its covenants with all possible speedobligations as soon as practicable. In such event, If the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 Agreement is delayed owing to modify the relevant provisions in order to accommodate the circumstances caused by the a force majeure. If majeure for any continuous period of more than three (3) months, the Parties fail hereto shall consult with respect to agree on such modifications within thirty (30) calendar days after notice an equitable solution including the possible termination of 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 after the date of the written noticeAgreement.

Force Majeure. Neither Party shall None of the parties will be liable to any other party for failure to perform ------------- or delay delays in performing any obligation under this Agreement, except part of the obligation to make payments when due, Transition Services if such failure or delay is due to force majeure, including, but not limited toresults from an act of God, war, terrorism, revolt, revolution, sabotage, actions of a Governmental Authority, Applicable Laws, regulations, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosionstrike, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints trouble or any other cause or circumstance beyond the control of such party other than financial difficulties of the other party. Upon the occurrence of any such event which results in, or will result in, delay or failure to perform according to the terms of this Agreement, each party will promptly give notice to the other parties of such occurrence and the effect and/or anticipated effect of such occurrence. All parties will use their reasonable efforts to minimize disruptions in their performance, to resume performance of their obligations under this Agreement as soon as practicable and to assist the other parties in obtaining, at their sole expense, an alternative source for the affected partyTransition Services and the receiving party will be released from any payment obligation to the performing party with respect to the affected Transition Services during the period of such force majeure; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform resolution of any strike or labor trouble will be within the other Party sole discretion of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeparty.

Force Majeure. Neither Hardball and the City agree that with respect to any services to be provided, or action to be taken by either Party during the Term of this Agreement, the Party required to furnish or perform the same shall in no event be liable for failure to perform ------------- do so when prevented by any cause beyond the reasonable control of such Party such as strike, lock-out, suspension of play of baseball, breakdown, accident, order or delay regulation of or by any governmental authority or failure of supply, or inability, by the exercise of reasonable diligence, to obtain supplies, parts, players or employees necessary to furnish such services, or because of war or other emergency, or for any cause due to any act or neglect of the other Party hereto, or its servants, agents, employees, any assignee, or successor in performing any obligation under this Agreement, except interest to such other Party; provided that the foregoing shall not limit the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate payments are due pursuant to such Product. Any Party so delayed in its performance will be Articles IV or IX, nor Hardball’s obligations under no liability for loss or damages suffered by Section XVII(A)(3), nor the other Party thereby. Either Party may convene a meeting between the Parties to discuss the City’s obligations under Article V (but without limitation of force majeure and its effect on any obligation to the extent applicable under this the Development Agreement). The Parties time within which such services or actions shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice be performed or rendered shall be extended for a period of the force majeure is delivered, either Party may terminate this Agreement by written notice time equivalent to the other Party. Such termination shall be effective thirty (30) calendar days after the date delay of the written noticesuch cause.

Force Majeure. Neither Party shall be liable for Either party's failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation inability to make payments or take any ------------- delivery or deliveries when due, if such or the failure or delay is due inability of either party to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown effect timely performance of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond 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 control 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 affected party; provided, however, that existence and expected duration thereof and the Party so failing estimated effect thereof on its ability to perform hereunder. The party claiming Force Majeure shall (i) as soon as possible, inform promptly notify the other Party of party when the occurrence of the circumstances preventing or delaying the performance of Force Majeure has ceased to affect its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts ability to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delayperform hereunder. In the event thatof Force Majeure, by operation of law or governmental decree, it becomes illegal the total quantities to market and sell a Product in the Territory, Distributor be delivered hereunder shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only reduced to the extent that they relate of deliveries omitted during the Force Majeure period and as a result of the Force Majeure. For so long as Seller's ability to such Product. Any Party so delayed in perform is affected by Force Majeure, Seller shall allocate its performance will 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 under no liability obligated to procure any quantity of Product from any alternate producer or supplier and Seller shall not be liable for loss or damages suffered by the other Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under resulting incomplete fulfillment of this Agreement. The Parties shall seek to modify As used herein, "Force Majeure" means and includes any act of God, the relevant provisions in order to accommodate public enemy, any accident, explosion, fire, storm, earthquake, flood, drought, perils at sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the circumstances caused United States of America is a participant), prorations mandated by federal, state, provincial or municipal law, failure or delay of transportation beyond the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice reasonable control of the force majeure is deliveredparty affected thereby, either Party may terminate inability to obtain raw materials, supplies, equipment, fuel, power, labor, or other operational necessity beyond the reasonable control of the party affected thereby, interruption or curtailment of power supply, or any other circumstance of a similar or different nature beyond the reasonable control of the party affected thereby. In this Agreement by written notice to the other Party. Such termination connection, neither party shall be effective thirty (30) calendar days after required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, except in accordance with such party's business judgment as to its best interest. ------------ ** These portions of this agreement were omitted and filed separately with the date of the written noticeCommission pursuant to a request for confidential treatment.

Force Majeure. Neither Party TI shall not be liable deemed in default under the Agreement, nor shall it be responsible for failure to perform ------------- any cessation, delay, or delay interruption in providing the Services or in performing any obligation its obligations under this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeurecircumstances beyond its reasonable control, includingincluding without limitation, but not limited tocircumstances such as changes in law, wardeath, embargofire, forces of nature, government decrees or orders, labor difficulty, riot, insurrectionstrikes, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containersterrorism, or transportation facilities; accidents of navigationwar, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances provided that TI shall attempt to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform give Company written notice thereof promptly and shall (i) as soon as possible, inform the other Party of the occurrence of take all steps reasonably practicable under the circumstances preventing or delaying to mitigate the performance effects of its obligationssuch event upon which such notice is based, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 provided further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In that if the event thatextends for a period in excess of thirty (30) consecutive days, by operation of law or governmental decree, it becomes illegal to market Company may immediately terminate the Agreement and sell a Product in the Territory, Distributor shall thereafter be relieved of all of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal that any Party fails to market and sell a Product in the Territory, Distributor shall be relieved perform any of its obligations under this Agreement (other than the an obligation to make pay money) due to any payment due hereunder) only act of God, fire, casualty, flood, war, strike, lockout, failure of public utilities, injunction, act of a governmental authority (including enactment of any governmental law, order or regulation permanently or temporarily prohibiting or reducing the level of research, development or production work hereunder or the manufacture, use or sale of the Product), epidemic, destruction of production facilities, riot, insurrection, inability to procure or use materials, labor, equipment, transportation or energy in quantities sufficient to meet experimentation or manufacturing needs, or any other cause beyond the extent reasonable control of the Party invoking this Section 15.4; provided, in each case, that they relate such Party shall have used Commercially Reasonable Efforts to avoid such Product. Any failure, then such Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after promptly give written notice of the force majeure is delivered, either Party may terminate this Agreement by written notice such occurrence to the other Party. Such termination , and thereupon the affected Party’s performance shall be effective thirty (30) calendar days after excused and the date time for performance shall be extended for the period of the written noticedelay or inability to perform due to such occurrence.

Force Majeure. Neither Party the State, nor its Vendors, shall be liable to the other for failure to perform ------------- or delay in performing any obligation under this Agreementperformance due to a cause not reasonably foreseen by, except beyond the obligation control of, and without the fault or negligence of the party declaring a force majeure event; provided that the party declaring a force majeure event shall have used its best efforts to make payments when due, if avoid such failure or delay is due to force majeurein performance, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond minimized the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligationsimpact thereof, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by given prompt written notice to the other Partyparty when first discovered, fully describing its probable effect and duration. Such termination In such event of excusable delay or non-performance, the State shall have the right at its option and without liability to cancel by notice to the Vendor any and all portions of Vendor’s performance so affected and to take such other action as may be effective thirty (30) calendar days necessary. The State may, after ascertaining the date facts and the extent of the written noticedelay, extend the time for completing performance when the facts so justify and amend the timetable accordingly. The State shall not be liable for any increased costs, including price escalation, beyond the performance or delivery date, due to a force majeure event. Force majeure shall not include a Vendor’s financial distress or the financial distress of Vendor’s parent, subsidiary, affiliated or associated company; claims or court orders that restrict Vendor’s ability to deliver the goods, products or services contemplated by the Contract; strikes; labor unrest; supply chain disruptions; Vendor’s subcontractor’s or supplier’s financial distress, conduct, negligence or default; or, as otherwise set forth within the Contract and associated documents.

Force Majeure. Neither If any Party shall be liable for failure to perform ------------- anticipates being unable or delay is rendered unable, wholly or in performing any obligation under this Agreementpart, except by an extreme and unexpected force outside the obligation to make payments when due, if control of such failure or delay is due to force majeure, Party (including, but not limited to, act of God, legislative enactments, strikes, lock-outs, riots, acts of war, embargoepidemics, riotfire, insurrectioncommunication line or power failure, sabotage earthquakes or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances disasters) to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of carry out its obligations under this Agreement (other than the obligation Agreement, that Party shall give to make any payment due hereunder) only to 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 Party thereby. Either Party may convene in 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice commercially reasonable amount of the force majeure is delivered, either Party may terminate this Agreement by time written notice to that effect, the other Partyexpected duration of the inability to perform and assurances that all available means will be employed to continue and/or restore performance. Such termination shall be effective thirty (30) calendar days after the date Upon receipt of the written notice, the affected obligations of the Party giving the notice shall be suspended so long as such Party is reasonably unable to so perform and such Party shall have no liability to the other for the failure to perform any suspended obligation during the period of suspension; however, the other Party may at its option terminate this Agreement.

Force Majeure. Neither Nonperformance of any Party (other than nonperformance of payment obligations) shall be liable for excused to the extent that performance is rendered impossible by strike, fire, earthquake, flood, governmental acts or orders or restrictions, or any similar reason where failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; providednonperforming Party. In such event Alexion or Xencor, howeveras the case may be, that the Party so failing to perform shall (i) as soon as possible, inform promptly notify the other Party of the occurrence such inability and of the circumstances preventing or delaying period for which such inability is anticipated to continue. Without limiting the performance of its obligationsforegoing, and describe at a reasonable level of detail the circumstances causing Party subject to such delay, and (ii) exert inability shall use commercially reasonable efforts to eliminate, cure or overcome minimize the duration of any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeevent.

Force Majeure. Neither If performance of this Agreement by ANALOGIC or TOMOTHERAPY is prevented or delayed by reason of any cause beyond the control of, and without the fault of, the Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreementaffected, except the obligation to make payments when duepayment for Components purchased, if such failure or delay is due to force majeure, and which cannot be overcome by commercially reasonable diligence (including, but not limited towithout limitation, waracts of nature, embargostrikes, riotenergy or materials shortages or obsolescence, insurrectionacts of civil or military authority (including changes in government laws and regulations), sabotage or other civil unrest; firefires, explosionfloods, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelepidemics, laborwars and riots), containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform affected shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 such performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate it is necessarily prevented or delayed thereby, during the continuance of any such happening or event, and this Agreement shall be deemed suspended so long as and to the extent that any such Productcause prevents or delays its performance. Any In order to obtain a suspension under this provision, the Party so delayed in its performance will be under no liability for loss or damages suffered by invoking Force Majeure shall send written notice thereof to the other Party thereby. Either Party may convene within a meeting between reasonable time after 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice invoking party knows that performance would be delayed or prevented due to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeForce Majeure in question.

Force Majeure. Neither Party CARALOE shall not have any liability hereunder if it shall be liable for failure to perform ------------- or delay in prevented from performing any obligation under this Agreementof its obligations hereunder by reason of any factor beyond its control, except the obligation to make payments when dueincluding without limitation, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood accident, riot, flood, drought, storm, earthquake, lightening, frost, civil commotion, sabotage, vandalism, smoke, hail, embargo, act of God or the public enemy, other natural disaster; accident casualty, strike or breakdown of machinery; unavailability of fuel, labor, containerslockout, or transportation facilities; accidents of navigationinterference, breakdown prohibition or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; restriction imposed by any government restraints or any other cause beyond the control of the affected party; providedofficer or agent thereof (“Force Majeure”), however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its and CARALOE’S obligations, and describe at a reasonable level of detail so far as may be necessary, shall be suspended during the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any period of such cases Force Majeure and shall be cancelled in respect of such quantities of Manapol® powder as would have been sold hereunder but for such suspension. CARALOE shall give MANNATECH prompt notice of any such Force Majeure, the date of commencement thereof and its probable duration and shall give a further notice in like manner upon termination thereof. Each party hereto shall endeavor with due diligence to resume performance compliance with its obligations hereunder at the earliest date and shall do all that it reasonably can to overcome or mitigate the effects of its covenants with all possible speed. In any such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of Force Majeure upon its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under this Supply Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party 8.1 Each party shall have any liability hereunder if it shall be liable for failure to perform ------------- or delay in prevented from performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeureof its obligations hereunder by reason of any factor beyond its control, including, but not limited towithout limitation, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood accident, riot, flood, drought, storm, earthquake, lightning, frost, civil commotion, sabotage, vandalism, smoke, hail, embargo, act of Nature or the public enemy, other natural disaster; accident casualty, strike or breakdown of machinery; unavailability of fuel, labor, containerslockout, or transportation facilities; accidents of navigationinterference, breakdown prohibition or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; restriction imposed by any government restraints or any other cause beyond officer or agent thereof ("Force Majeure"), and either party's obligations, so far as may be necessary, shall be suspended during the control period of the affected party; provided, however, that the Party so failing such Force Majeure and shall be canceled in respect of such Products as would have been sold hereunder but for such suspension. Either party shall give to perform shall (i) as soon as possible, inform the other Party prompt notice of any such Force Majeure, the occurrence date of commencement thereof and its probable duration and shall give a further notice in like manner upon the circumstances preventing or delaying the performance of its 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 of such cases and termination thereof. Each party hereto shall endeavor with due diligence to resume performance compliance with its obligations hereunder at the earliest date and shall do all that it reasonably can to overcome or mitigate the effects of its covenants with all possible speed. In any such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell Force Majeure upon a Product in the Territory, Distributor shall be relieved of its party's obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party party hereto shall be liable responsible for any failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than obligations to pay money or obligations under Sections 9, 12 or 16) if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes which are beyond the obligation to make reasonable control of such party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any payment due hereunder) only to cause of such failure. In the extent event 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under should obstruct performance of this AgreementAgreement for more than three (3) months, the parties hereto shall consult with each other to determine whether this Agreement should be modified. The Parties party facing an event of force majeure shall seek to modify the relevant provisions use its best endeavors in order to accommodate the circumstances caused by the force majeureremedy that situation as well as to minimize its effects. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice A case of the force majeure is delivered, either Party may terminate this Agreement by written notice shall be notified to the other Party. Such termination party by telex or telefax within five (5) days after its occurrence and shall be effective thirty (30) calendar days after the date of the written noticeconfirmed by a letter.

Force Majeure. Neither Party party shall be liable to the other for any failure to perform ------------- hereunder or for delay in performing any obligation under this Agreement, except the obligation to make payments performance when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage shall be caused (directly or other civil unrestindirectly) by fire; fire, flood; accident; explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportationsabotage; strike or any labor disturbance (other labor disturbancesthan one involving the employees of Seller or its subcontractors); government restraints riot; invasion; war; any act of any governmental authority (whether or not valid); an Act of God; or any other cause event beyond the reasonable control of the party whose performance is affected party; provided(each, howeveran "Event of Force Majeure"). The party whose performance is so affected shall provide prompt notice to the other, that shall indicate the Party so failing to perform shall (i) as soon as possible, inform the other Party estimated duration of the occurrence such Event of the circumstances preventing or delaying the performance of its obligationsForce Majeure, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert shall use all reasonable efforts to eliminate, cure or overcome any mitigate the effects of such cases and Event of Force Majeure. To the extent that the affected party is able 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 as long as such circumstances prevail and such Party continues continue to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved perform certain of its obligations under this Agreement (other than the obligation to make and responsibilities, it shall perform such unaffected obligations and responsibilities. If, by reason of any payment due hereunder) only such Event of Force Majeure, Seller is excused from performance, then, to the extent that they relate goods are not delivered to such ProductBuyer in the quantities or at the times required hereunder (or services not performed) Buyer may purchase the same goods or services from other sources without liability or obligation to Seller. Any Party so delayed in Should an Event of Force Majeure affect the Seller's ability to perform for longer than 30 consecutive days, then Buyer may, at its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredoption, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticePurchase Order without further obligation or liability.

Force Majeure. Neither Except as provided herein to the contrary, if, by ------------- reason of labor dispute, strike, inability to obtain labor or materials, fire or other action of the elements, accident, administrative or governmental restriction or appropriation or other causes, whether like or unlike the foregoing, beyond the reasonable control of a Party shall be liable for failure hereto, such Party is unable to perform ------------- in whole or delay in performing any obligation under part its obligations set forth in this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and then such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its those obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate it is so unable to perform, and such Product. Any inability to perform, so caused, shall not make such Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice liable to the other Party. Such termination Notwithstanding the foregoing, in the event any such cause delays either Party's performance of any of its material obligations under this Agreement, the other Party may suspend its performance under this Agreement for the period such delay continues. This Agreement may be terminated by notice by the Party not seeking excuse from performance, if such event shall be effective thirty prevent performance for longer than one hundred and twenty (30120) calendar days after days. The Party subject to an event of force majeure shall use good faith efforts to comply as closely as possible with the date provisions of this Agreement and to avoid the written noticeeffects of such event to the extent possible.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the TerritoryProduct, Distributor Purchaser shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party party hereto shall be liable to the other party hereto for any interruption of service, any delays or any failure to perform ------------- under this Agreement caused by matters or delay in performing events occurring that are beyond the reasonable control of such party, including, strikes, lockouts or other labor difficulties; fires, floods, acts of God, extremes of weather, earthquakes, tornadoes, or similar occurrences; riot, insurrection or other hostilities; embargo; fuel or energy shortage; delays by unaffiliated suppliers or carriers; inability to obtain necessary labor, materials or utilities; or any obligation epidemic, pandemic or disease outbreak (including COVID-19) or worsening thereof. Any delays, interruptions or failures to perform caused by such occurrences shall not be deemed to be a breach or failure to perform under this Agreement; provided that (i) this Section 2.05 only operates to suspend, and not to discharge, a party’s obligations under this Agreement, except and that when the obligation to make payments when due, if such causes of the failure or delay is due are removed or alleviated, the affected party shall resume performance of its obligations hereunder and to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control extent such suspension adversely impacts the progress of the affected transition of any Service to a Service Recipient, the Service Recipient may request in writing that the Term for such Service shall be tolled for the duration of such suspension and (ii) this Section 2.05 shall not excuse a party’s obligation to pay money; provided, howeverfurther, that VS shall not be obligated to pay (other than previously accrued Service Costs) for any particular Service during the Party so failing pendency of Service Provider’s failure to perform provide such particular Service. Each party hereto shall (i) as soon as possible, inform use its good faith efforts to promptly notify the other Party upon learning of the occurrence of such event of a force majeure and (x) the circumstances preventing affected party shall use its commercially reasonable efforts to mitigate and eliminate the force majeure in order to resume performance as promptly as practicable, provided that such affected party will have no obligation to incur any costs or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delayliabilities to do so, and (iiy) exert reasonable efforts the unaffected party shall have no obligation hereunder with respect to eliminate, cure or overcome the obligations the affected party is unable to perform due to the force majeure event. If Service Provider is unable to provide any of such cases and the Services due to resume performance of its covenants with all possible speed. In such a force majeure event, the non-performing Party will be excused from any further performance parties hereto shall use commercially reasonably efforts to cooperatively seek a solution that is mutually satisfactory, such as the subcontracting of all or observance part of the obligation(s) so provision of the Services under the supervision of Service Provider for the period of time during or affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, If by reason of war, embargostrikes, riotfloods, insurrectionpower failures, sabotage damage or destruction of production systems, hardware and software errors, fire or other civil unrest; fireaction of the elements, explosionaccidents, flood governmental restrictions or appropriation or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause causes beyond the control of the affected either party; provided, however, that the Party so failing such party is unable to perform shall (i) as soon as possiblein whole or in part its obligations set forth in this Agreement, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing then such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor party shall be relieved of its those obligations under this Agreement (other than the obligation to make any payment due hereunder) only to the extent that they relate it is thereby unable to such Product. Any Party so delayed in its performance will be under no liability for loss or damages suffered by the other 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 circumstances caused by the force majeureperform. If the Parties fail conference is cancelled due to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate then Organizer will be liable to Elsevier for any costs incurred on a time and material basis. The party subject to an event of force majeure shall use good faith efforts to comply as closely as possible with the provisions of this Agreement by written notice and to avoid the effects of such event to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeextent possible.

Force Majeure. Neither Party shall be liable for failure to perform ------------- any default or delay in performing any obligation the performance of its obligations under this AgreementAgreement if, except while and to the obligation to make payments when due, if extent such failure default or delay is due to force majeurecaused by acts of God, includingunusual weather conditions, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosionriots, flood sabotage, acts of domestic or other natural disaster; accident or breakdown of machinery; unavailability of fuelforeign terrorism, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the reasonable control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues ("Force Majeure"). Force Majeure does not include economic or market conditions, which affect a party's cost, but not its ability to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under this Agreementperform. The Parties Party invoking Force Majeure shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredgive prompt, either Party may terminate this Agreement by written timely and adequate notice to the other Party, by facsimile transmission or telephone confirmed promptly thereafter in writing, and shall use due diligence to remedy the event of Force Majeure, as soon as reasonably possible. Such termination shall be effective thirty (30) calendar days after In the date event of default or delay in Agreement performance due to any of the written noticeforegoing causes, then the time for completion of the services will be extended by a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.

Force Majeure. Neither No Party shall will be liable held responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure to perform ------------- or delay in performing any obligation under of this Agreement, except the obligation to make payments Agreement when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage and without the fault or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown negligence of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possibleor delaying. For purposes of this Agreement, inform force majeure means a cause beyond the reasonable control of a Party, which may include acts of God; acts, regulations, or laws of any government; war; terrorism; civil commotion; fire, flood, earthquake, tornado, tsunami, explosion or storm; pandemic; epidemic and failure of public utilities or common carriers. In such event the Party so failing or delaying will immediately notify the other Party of the occurrence such inability and of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing period for which such delay, and (ii) exert reasonable efforts inability is expected to eliminate, cure or overcome any of continue. The Party giving such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing Party notice will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved 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 ninety (other than the obligation to make any payment due hereunder90) only to 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 Party thereby. Either Party may convene a meeting between days, after which time the Parties will negotiate in good faith any modifications of the terms of this Agreement that may be necessary to discuss arrive at an equitable solution, unless the Party giving such notice has set out a reasonable timeframe and plan to resolve the effects of such force majeure and its effect on executes such plan within such timeframe. To the extent possible, each Party will use reasonable efforts to minimize the duration of any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party The parties agree that a party shall not be liable for its failure to perform ------------- or delay its obligations under the Agreements during any period in performing any obligation under this Agreementwhich such performance is delayed by fire, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited toflood, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; labor strike or other labor disturbances; unrest, the intervention of any government restraints authority, train derailment, or any other cause beyond event or condition outside the reasonable control of the affected such party; provided, however, provided that the Party so failing to perform shall (i) as soon as possible, inform such party promptly notifies the other Party party of the occurrence of delay and the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing reason(s) for such delay, and (ii) exert reasonable efforts . The provisions of this paragraph shall not apply to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its Pathnet's payment obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 Party thereby. Either Party may convene a meeting between the Parties to discuss the force majeure and its effect on any obligation under this License Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable to the other for its failure to perform ------------- any of its obligations hereunder during any period in which such performance is delayed by circumstances or delay in performing any obligation under this Agreementevents that were not foreseeable, except the obligation to make payments when due, or if such failure or delay is due to force majeure, foreseeable could not have been reasonably avoided including, but not limited to, fire, flood, war, embargo, strike, riot, insurrectionprolonged scarcity of necessary raw materials, sabotage inability to secure transportation or other civil unrest; firethe intervention of any governmental authority, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, provided that the Party so failing to perform shall (i) as soon as possible, inform suffering such delay immediately notifies the other Party of the occurrence delay. If such delay shall continue for more than [*], the Party injured by the inability of the circumstances preventing or delaying other to perform shall have the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (iiright upon written notice to either a) exert reasonable efforts to eliminate, cure or overcome any 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice as set forth in Section 5.1 c or b) treat this Agreement as suspended during the delay and reduce any commitment in proportion to the other Party. Such termination shall be effective thirty (30) calendar days after the date duration of the written notice.delay. IBM Confidential

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor Each party shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only hereunder if and to the extent that they relate any of the following events or conditions directly or indirectly hinder, limit or make impracticable the performance by that party of any of its obligations hereunder: Act of God, war, riot, fire, earthquake, explosion, flood, sabotage, national defense requirement, strike, lockout, job action, injunction, act or order of a governmental agency or instrumentality thereof (whether of fact or law), act of a public enemy, embargo or other concerted act of workers, telecommunications failures or electrical failures; provided, that each party obligated to provide Services hereunder shall continue to have in place at all times disaster recovery procedures consistent with past practices to enable rapid recovery from any such Productevent or condition. Such procedures may be subject to revision by each party obligated to provide Services hereunder from time to time as may be required in the ordinary course of business, provided, that such revisions do not adversely affect the levels of protection afforded by such procedures. Prior to being relieved of any obligations hereunder, each party obligated to provide Services hereunder shall have used commercially reasonable efforts (consistent with past practice) to remove or otherwise address the effects of any such event or condition as soon as practicable. Any Party so delayed in its performance will Recipient hereunder shall be under no liability liable for loss or damages suffered all costs incurred by the other Party thereby. Either Party may convene applicable Provider hereunder in connection with any Service that such Provider fails to complete and provide as a meeting between the Parties to discuss the force majeure and its effect on result of any obligation under this Agreement. The Parties shall seek to modify the relevant provisions in order to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeevent or condition.

Force Majeure. Neither Party party hereto shall be liable to the other party hereto for any interruption of service, any delays or any failure to perform ------------- under this Agreement caused by matters or delay in performing events occurring that are beyond the reasonable control of such party, including, strikes, lockouts or other labor difficulties; fires, floods, acts of God, extremes of weather, earthquakes, tornadoes, or similar occurrences; riot, insurrection or other hostilities; embargo; fuel or energy shortage; delays by unaffiliated suppliers or carriers; inability to obtain necessary labor, materials or utilities; or any obligation epidemic, pandemic or disease outbreak (including COVID-19) or worsening thereof. Any delays, interruptions or failures to perform caused by such occurrences shall not be deemed to be a breach or failure to perform under this Agreement; provided that (i) this Section 2.05 only operates to suspend, and not to discharge, a party’s obligations under this Agreement, except and that when the obligation to make payments when due, if such causes of the failure or delay is due are removed or alleviated, the affected party shall resume performance of its obligations hereunder and to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control extent such suspension adversely impacts the progress of the affected transition of any Service to a Service Recipient, the Service Recipient may request in writing that the Term for such Service shall be tolled for the duration of such suspension and (ii) this Section 2.05 shall not excuse a party’s obligation to pay money; provided, howeverfurther, that L Brands shall not be obligated to pay (other than previously accrued Service Costs) for any particular Service during the Party so failing pendency of Service Provider’s failure to perform provide such particular Service. Each party hereto shall (i) as soon as possible, inform use its good faith efforts to promptly notify the other Party upon learning of the occurrence of such event of a force majeure and (x) the circumstances preventing affected party shall use its commercially reasonable efforts to mitigate and eliminate the force majeure in order to resume performance as promptly as practicable, provided that such affected party will have no obligation to incur any costs or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delayliabilities to do so, and (iiy) exert reasonable efforts the unaffected party shall have no obligation hereunder with respect to eliminate, cure or overcome the obligations the affected party is unable to perform due to the force majeure event. If Service Provider is unable to provide any of such cases and the Services due to resume performance of its covenants with all possible speed. In such a force majeure event, the non-performing Party will be excused from any further performance parties hereto shall use commercially reasonably efforts to cooperatively seek a solution that is mutually satisfactory, such as the subcontracting of all or observance part of the obligation(s) so provision of the Services under the supervision of Service Provider for the period of time during or affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.

Force Majeure. Neither Party shall be liable for failure Failure of any party to perform ------------- or delay in performing any obligation its obligations under this Agreement, Agreement (except the obligation to make payments when properly due, if ) will not subject such party to any liability or place them in breach of any term or condition of this Agreement to the other party to the extent (and only to the extent) that such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuelflood, labordrought, containerswar, or transportation facilities; accidents of navigationterrorism, breakdown or damage of vessels or other conveyances for airriot, land or sea; other impediments or hindrances to transportation; strike sabotage, embargo, strikes or other labor disturbances; trouble, failure of suppliers, a national health emergency, compliance with any order or regulation of any government restraints entity acting with color of right, or any other cause beyond the reasonable control of such non-performing party and which is not caused by the negligence, intentional conduct or misconduct of the non-performing party (each such event or cause referred to as “force majeure”). The party affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform will promptly notify the other Party party of the occurrence of the circumstances preventing or delaying the performance of its obligations, condition constituting force majeure as defined herein and describe at a reasonable level of detail the circumstances causing such delay, and (ii) will exert reasonable diligent efforts to eliminate, cure or overcome any such event of such cases force majeure and to resume performance of its covenants obligations with all possible speed. In such eventIf a condition constituting force majeure as defined herein exists for more than ninety (90) consecutive days, the non-performing Party parties will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues meet to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell negotiate a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only mutually satisfactory resolution to the extent that they relate problem, if practicable. The foregoing notwithstanding, nothing herein will require any party to settle on terms unsatisfactory to such Product. Any Party so delayed in its performance will be under no liability for loss party any strike, lock-out or damages suffered other labor difficulty, any investigation or proceeding by the other 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 circumstances caused public authority or any litigation by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is delivered, either Party may terminate this Agreement by written notice to the other any Third Party. Such termination shall be effective thirty (30) calendar days after the date of the written notice.

Force Majeure. Neither Party party shall be liable for any failure to perform ------------- or delay in performing performance of any obligation under provision of this Agreement, except the obligation Agreement (other than to make payments when due, payment due hereunder) if such failure or delay is due to force majeurecaused by fire, includingflood, but not limited toexplosion, strike, war, embargo, riot, insurrection, sabotage labor disputes, breakage of machinery or equipment, compliance with governmental orders, curtailment of operations to remedy violations of environmental, health or safety regulations, inability to obtain Product or fuel, supplies, materials or equipment or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause similar causes beyond the reasonable control of a party hereunder. In the event a force majeure event renders a party unable to carry out its obligations under this Agreement, such party shall give notice and full particulars, including the expected duration of such force majeure event, to the other party within seventy-two (72) hours after the occurrence of such force majeure event. The obligations of the parties, so far as they are affected partyby such force majeure event, shall suspend during the continuance of any such force majeure event and the disabled party shall use commercially reasonable efforts to remedy the disability with all reasonable dispatch. In the event a force majeure condition occurs affecting Supplier, Supplier may elect to reduce the quantity of Product delivered or, upon the agreement of the parties, to postpone the delivery of Product. In the event Supplier elects to reduce the quantity of Product delivered, Supplier may, but shall not be obligated, to allocate its available supply among any or all customers and on such basis as Supplier, in its sole discretion, may elect without liability for failure to comply with the terms of this Agreement; provided, however, that the Party so failing Supplier shall use commercially reasonable efforts, after first filling orders from customers for which Supplier has received advance payment, to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of allocate its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written noticeavailable supply among Requirements Contract customers.

Force Majeure. Neither Party shall be liable for failure to perform ------------- or delay in performing Notwithstanding any obligation under other provision of this Agreement, except the obligation to make payments when dueif by reason of Force Majeure, if such failure any Party is wholly or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing party unable to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 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 as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved certain of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only it shall be relieved of those obligations to the extent extent, and for the period, that they relate to such Product. Any it is affected by Force Majeure, provided that the affected Party so delayed in its performance will be under no liability for loss or damages suffered by gives the other Party thereby. Either Party may convene a meeting between prompt notice of such inability and nature, cause and expected duration of the Parties to discuss the force majeure and its effect on any obligation under this AgreementForce Majeure. The Parties Party affected by Force Majeure shall seek use all reasonable efforts to modify remedy the relevant provisions in order situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to accommodate the circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredperform, either Party may terminate this Agreement by written notice to the other Party. Such termination provided that there shall be effective thirty (30) calendar days after no obligation on a Party so affected to such labor disputes or to test or to refrain from testing the date validity of the written notice.any order, regulation or law in any court having jurisdiction. '

Force Majeure. Neither Party shall be liable for failure Failure of either party hereto to perform ------------- or delay in performing any obligation its obligations under this Agreement, Agreement (except the obligation to make payments when due, ) shall not subject such party to any liability to the other party or place it in breach of any term or condition of this Agreement if such failure or delay is due to force majeurecaused by a Force Majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints or any other cause beyond the control of the affected party; provided, however, that the Party so failing to perform party affected shall (i) as soon as possible, inform promptly notify the other Party party of the occurrence of the circumstances preventing or delaying the performance of its obligations, condition constituting a Force Majeure and describe at a reasonable level of detail the circumstances causing such delay, and (ii) shall exert reasonable efforts Commercially Reasonable Efforts to eliminate, cure or overcome any of such cases causes and to resume performance of its covenants obligations with all possible speed, and provided, further that nothing contained herein shall require any party to settle on terms unsatisfactory to such party any strike, lock-out or other labor difficulty, any investigation or proceeding by any public authority, or any litigation by any Third Party. In such eventIf a condition constituting a Force Majeure exists for more than ninety (90) consecutive days, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues parties shall meet to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell negotiate a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only mutually satisfactory solution to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of the force majeure is deliveredproblem, either Party may terminate this Agreement by written notice to the other Party. Such termination shall be effective thirty (30) calendar days after the date of the written noticeif practicable.

Force Majeure. Neither Party The occurrence of any of the following events shall be liable referred to herein as "FORCE MAJEURE" and shall excuse such obligations of Landlord or Tenant as are thereby rendered impossible or reasonably impracticable for failure so long as such event continues: strikes; lockouts; labor disputes; acts of God; inability to obtain labor, materials or reasonable substitutes therefor; governmental restrictions, regulations or controls; judicial orders; enemy or hostile governmental action; civil commotion; fire or other casualty; and other causes beyond the reasonable control of the party obligated to perform ------------- or delay in performing any obligation under this Agreement(excluding financial inability). Notwithstanding the foregoing, except the obligation occurrence of such events shall not excuse Tenant's obligations to make payments when duepay Monthly Base Rent, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, insurrection, sabotage or other civil unrest; fire, explosion, flood or other natural disaster; accident or breakdown of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation; strike or other labor disturbances; government restraints Common Area Expenses or any other cause beyond sums hereunder (but may delay the control of the affected party; provided, however, that the Party so failing to perform shall (i) as soon as possible, inform the other Party of the occurrence of the circumstances preventing or delaying the performance of its 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 commencement of such cases and obligations to resume performance of its covenants with all possible speed. In the limited extent expressly provided for in Section 2.1 hereof) or excuse such obligations as this Lease may otherwise impose on the party to obey, remedy or avoid such event, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. In the event that, by operation of law or governmental decree, it becomes illegal to market and sell a Product in the Territory, Distributor shall be relieved of its obligations under this Agreement (other than the obligation to make any payment due hereunder) only to 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 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 circumstances caused by the force majeure. If the Parties fail to agree on such modifications within thirty (30) calendar days after notice of 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 after the date of the written notice.