Common use of Force Majeure Clause in Contracts

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto.

Appears in 49 contracts

Samples: Services Agreement (Fidelity Beacon Street Trust), Services Agreement (Fidelity California Municipal Trust), Services Agreement (Fidelity Revere Street Trust)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be in default or otherwise liable for, nor shall such party be considered for any delay in breach or failure of this Agreement due to, any failure to perform its obligations performance under this Agreement as a result of a cause if such delay or failure arises by any reason beyond its reasonable control, including any act of God God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or a public enemy delay in transportation or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications , power or other utility, labor problem, unavailability of supplies , or any act or failure to act by the other cause party or such other party's employees, whether similar agents or dissimilar contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the foregoing, above causes which in their judgment may or could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining be the cause of a delay in the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto this Agreement.

Appears in 18 contracts

Samples: Relying Party Agreement, Subscriber Agreement, Subscriber Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor to the other Party or shall such party be considered in breach default of this Agreement due to, any failure to perform its obligations under this Agreement as a hereunder if such default is the result of a cause beyond its control war, including hostilities, terrorist activity, revolution, civil commotion, strike, epidemic, accident, fire, wind, flood or because of any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any cause beyond the reasonable control of the foregoing, which could not have been prevented Party affected. The Party affected by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party circumstances shall promptly notify the other party of the occurrence by sending either Party in writing when such circumstances cause a delay or failure in performance ( i “a Delay”) an e-mail message, or (ii) a fax message, and where they cease to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay do so. In the event of equipment breakdown a Delay lasting for four (4) weeks or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but more the non- affected Party shall have no liability with respect thereto the right to terminate this Agreement immediately by notice in writing to the other Party.

Appears in 14 contracts

Samples: Clinical Trial Agreement, Agreement, Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor to the other Party or shall such party be considered in breach default of this Agreement due to, any failure to perform its obligations under this Agreement as a hereunder if such default is the result of a cause beyond its control war, including hostilities, terrorist activity, revolution, civil commotion, strike, epidemic, accident, fire, wind, flood or because of any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any cause beyond the reasonable control of the foregoing, which could not have been prevented Party affected. The Party affected by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party circumstances shall promptly notify the other party of the occurrence by sending either Party in writing when such circumstances cause a delay or failure in performance ( i “a Delay”) an e-mail message, or (ii) a fax message, and where they cease to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay do so. In the event of equipment breakdown a Delay lasting for four (4) weeks or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but more the non-affected Party shall have no liability with respect thereto the right to terminate this Agreement immediately by notice in writing to the other Party.

Appears in 14 contracts

Samples: Agreement, Agreement, Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party In case performance of any terms or provisions hereof shall be liable for delayed or prevented, nor shall such party be considered in breach whole or in part, because of this Agreement due to, or related to compliance with any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God Law or a public enemy or terrorist, act requirement of any military national securities exchange, civil or regulatory authority because of riot, change in any law or regulation war, public disturbance, strike, labor dispute, fire , explosion, storm, flood, earthquake, storm pandemic, shortage of necessary equipment, materials or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies labor, or restrictions thereon or limitations upon the use thereof, delays in transportation, act of God or act of terrorism, in each case, that is not within the control of the Party whose performance is interfered with and which, by the exercise of reasonable diligence, such Party is unable to prevent, or for any other cause reason which is not within the control of such Party whose performance is interfered with and which, whether similar or dissimilar by the exercise of reasonable diligence, such Party is unable to any of the foregoing, which could not have been prevented by such party with reasonable care prevent (each, a " Force Majeure Event " ) . Within 24 hours , then, upon prompt written notice stating the date and extent of such interference and the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence cause thereof by sending either (i) an e-mail message, or (ii) a fax message, such Party to the other party. In addition Party, such Party shall be excused from its obligations hereunder during the affected party period such Force Majeure Event or its effects continue, and no liability shall provide to attach against either Party on account thereof; provided, however, that the other party within seven (7) days of determining Party whose performance is interfered with promptly resumes the cause required performance upon the cessation of the Force Majeure Event a written explanation concerning or its effects. No Party shall be excused from performance if such Party fails to use commercially reasonable efforts to remedy the circumstances that caused situation and remove the cause and effects of the Force Majeure Event . The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 10 contracts

Samples: Transition Services Agreement (Garrett Transportation Systems Inc.), Transition Services Agreement (Garrett Motion Inc.), Transition Services Agreement (Resideo Technologies, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be in default or otherwise liable for, nor shall such party be considered for any delay in breach or failure of this Agreement due to, any failure to perform its obligations performance under this Agreement as a result of a cause if such delay or failure arises by any reason beyond its reasonable control, including any act of God God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or a public enemy delay in transportation or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications , power or other utility, labor problem, unavailability of supplies , or any act or failure to act by the other cause party or such other party’s employees, whether similar agents or dissimilar contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the foregoing, above causes which in their judgment may or could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining be the cause of a delay in the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto this Agreement.

Appears in 10 contracts

Samples: Subscriber Agreement, Subscriber Agreement, ssl-ccp.godaddy.com

Force Majeure. Except with respect to payment obligations Any prevention, delay or interruption of performance (collectively “Delay”) by any party under this Agreement, no party Agreement shall be liable for, nor shall such party not be considered in a breach of this Agreement due to, any failure if and to perform its obligations under this Agreement as a result the extent caused by occurrences beyond the reasonable control of a cause beyond its control the party affected by the force majeure, including any act but not limited to acts of God or a public enemy or terrorist God, act of any military embargoes, civil or regulatory authority governmental restrictions, change in any law or regulation general strike, fire, flood, earthquake, storm explosion, riots, wars, civil disorder, rebellion or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") sabotage. Within 24 hours of the occurrence of a Force Majeure Event, the The affected party shall immediately notify the other party upon the commencement and end of the occurrence Delay and any time for performance hereunder by sending either both parties shall be extended by the actual time of Delay. If the Delay resulting from the force majeure exceeds six (6) months, the other party, upon written notice to the affected party, may elect to (i) an e-mail message treat such Delay as a material breach, or (ii) a fax message, extend the term of this Agreement for an amount of time equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Delay.

Appears in 9 contracts

Samples: License Agreement (Evotec AG), License Agreement (Evotec AG), Development Agreement (Evotec AG)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, responsible for any failure to perform fulfil any term or condition of the Contract if and to the extent that fulfilment has been delayed or prevented by a Force Majeure Event provided that the affected party notifies the other party on an ongoing basis of the nature, extent, effect and likely duration of the circumstances constituting the Force Majeure Event. The affected party shall use all reasonable endeavours to limit the effect of that delay or prevention on the other party. For the purpose of this Clause 20, “Force Majeure Event” means and shall be limited to: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war is declared or not), acts of terrorism, civil war, rebellion, blockades by local communities, revolution, insurrection of military or usurped power; (b) earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather conditions as such, regardless of severity; (c) strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected party, its subcontractors (of any tier) or its suppliers and which affect a substantial or essential portion of the Work; and (d) any local or other governmental authority action or inaction affecting any licences, permits, temporary permits, authorisations or approvals required by Company for its operations, but in each case only to the extent such events are: (i) not within the control of the party in question; (ii) unavoidable notwithstanding the reasonable care of, or the taking of reasonable steps by the party affected; and (iii) are not the result of any failure of the affected party to carry out any of its obligations under this Agreement as a result the Contract or any negligence of such party or, where Contractor is the affected party, of any Subcontractors. Following notification of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a " Force Majeure Event") Event in accordance with this Clause 20, the parties shall meet at appropriate intervals to agree on a mutually acceptable course of action to minimise the impact and effects of such Force Majeure Event on the parties. Within 24 hours of the occurrence Upon cessation of a Force Majeure Event, the affected party shall notify forthwith resume full performance of its obligations under the other party Contract, taking into account Company’s operational requirements. Company shall have the right to terminate all or any part of the occurrence Work or the Contract at any time by sending either (i) an e-mail message notice to Contractor in the event any Force Majeure Event continues, or (ii) a fax message it is obvious that it will continue, to the other party. In addition, the affected party shall provide to the other party within for more than seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances days, provided that caused the Force Majeure Event. The time for performance required of the affected party Contractor shall not be extended by the period of entitled to any payment in connection with any such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto termination.

Appears in 9 contracts

Samples: www.repsol.com, www.repsol.com, www.repsol.com

Force Majeure. Except with respect to payment obligations under this Agreement, no No party hereto shall be liable for for delay or default in performing hereunder, nor shall other than a delay or default in payment of any monies due to the other party, if such performance is delayed or prevented by a Force Majeure Condition. "Force Majeure Condition" means any condition or event beyond the reasonable control of the party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control affected thereby, including any act of God fire, explosion, or a public enemy or terrorist other casualty, act of any military God, war or civil disturbance, acts of public enemies, embargo, the performance or regulatory authority non-performance of third parties, change acts of city, state, local or federal governments in any law their sovereign, regulatory, or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility contractual capacity, labor problem difficulties, unavailability of supplies and strikes, or any other cause, whether similar or dissimilar but specifically excluding a party's failure to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") be Year 2000 Compliant. Within 24 hours of the occurrence of If a Force Majeure Event Condition occurs, the affected party delayed or unable to perform shall notify the other party give prompt notice of the such occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition The party affected by the other party's inability to perform may, after sixty (60) days, elect to either terminate this Agreement or continue performance with the affected option of extending the terms of the Agreement up to the length of time the Force Majeure Condition endures. The party shall provide to experiencing the Force Majeure Condition must inform the other party within seven (7) days of determining in writing when such a condition ceases to exist. Each party shall, with the cause cooperation of the other, exercise all reasonable efforts to mitigate the extent of a delay or failure resulting from a Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Condition.

Appears in 9 contracts

Samples: Marketing Agreement (Preferred Voice Inc), Marketing Agreement (Preferred Voice Inc), Software License Agreement (Preferred Voice Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no No party shall be liable for, nor responsible to any other party for any resulting losses and it shall such party not be considered in breach a default hereunder if the fulfillment of any of the terms of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God is delayed or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm prevented by revolutions or other like event civil disorders, disruption or outage wars, acts of communications enemies, power or other utility strikes, labor problem fires, unavailability floods, acts of supplies God, adverse weather conditions, legally required environmental remedial actions, industry-wide shortage of materials, or by any other cause cause not within the control of the party whose performance was interfered with, and which exercise of reasonable diligence, such party is unable to prevent, whether similar or dissimilar to any of the foregoing class of causes herein above enumerated or not, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of and the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of delay occasioned by any such cause. The foregoing notwithstanding, a Force Majeure event may not be used to avoid an Event of Default if the delay provided caused by the party is exercising diligent efforts to overcome Force Majeure event exceeds ninety (90) days from the cause of such delay. In date the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto occurred.

Appears in 9 contracts

Samples: Development Agreement, Development Agreement, Agreement

Force Majeure. Except with respect Any delays in or failure by a Party hereto in the performance hereunder if and to payment obligations under this Agreement, no party shall be liable for, nor shall the extent it is caused by the occurrences or circumstances beyond such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its Party’s reasonable control, including any act but not limited to, acts of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, flood, earthquake, storm strikes or other like event labor disturbances, disruption riots, civil commotion, war (declared or outage of communications not) sabotage, power or other utility, labor problem, unavailability of supplies, or any other cause causes, whether similar or dissimilar to any of the foregoing, those herein specified which could cannot have been prevented be controlled by such party with reasonable care (each, a "Force Majeure Event") Party. Within 24 hours The Party affected by such events shall promptly inform the other Party of the occurrence of a Force Majeure Event, the affected party such events and shall notify the other party furnish proof of details of the occurrence by sending either (i) an e and reasons for its non- mail message, performance of whole or (ii) a fax message, part of this Agreement. The parties shall consult each other to the other party. In addition, the affected party shall provide decide whether to the other party within seven (7) days of determining the cause terminate this Agreement or to discharge part of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required obligations of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown Party or failure beyond extend its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions obligations on a best effort and mitigate their effects but shall have no liability with respect thereto on an arm’s length basis.

Appears in 8 contracts

Samples: Facility Agreement, Facility Agreement, Facility Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no No party shall be liable for, nor shall such party be considered for failure or delay in breach ------------- performing any of this Agreement due to, any failure to perform its obligations under this Agreement as a result hereunder if such failure or delay is occasioned by compliance with any governmental regulation, request or order, or by circumstances beyond the reasonable control of a cause beyond its control the party so failing or delaying, including any act including, without limitation, Acts of God or a public enemy or terrorist God, act of any military war, civil or regulatory authority, change in any law or regulation insurrection, fire, flood, earthquake accident, storm labor strikes, work stoppage or other like event slowdown (whether or not such labor event is within the reasonable control of the parties), disruption or outage of communications inability to obtain raw materials, supplies, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar equipment necessary to any of the foregoing, which could not have been prevented by enable such party with reasonable care (each, a "Force Majeure Event") to perform its obligations hereunder. Within 24 hours of the occurrence of a Force Majeure Event, the affected Each party shall (a) promptly notify the other party in writing of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition any such event of force majeure, the affected party shall provide to expected duration thereof and its anticipated effect on the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period ability of such delay provided the party is exercising diligent to perform its obligations hereunder, and (b) make reasonable efforts to overcome the cause of remedy any such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto force majeure.

Appears in 8 contracts

Samples: License Agreement (Esperion Therapeutics Inc/Mi), Collaboration and License Agreement (Esperion Therapeutics Inc/Mi), License Agreement (Esperion Therapeutics Inc/Mi)

Force Majeure. Except with respect to payment obligations under this Agreement, no party In case performance of any terms or provisions hereof shall be liable for delayed or prevented, nor shall such party be considered in breach whole or in part, because of this Agreement due to or related to compliance with any Law or requirement of any national securities exchange, any failure to perform its obligations under this Agreement as a result or because of a cause beyond its control riot, including any war, public disturbance, strike, labor dispute, fire, explosion, storm, flood, act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any terrorism that is not within the control of the foregoing Party, which could not have been prevented by such party Service Provider or Service Recipient whose performance is interfered with reasonable care (each, a " “Performing Party”) and which by the exercise of reasonable diligence such Performing Party is unable to prevent, or for any other reason which is not within the control of such Performing Party whose performance is interfered with and which by the exercise of reasonable diligence such Performing Party is unable to prevent (each, a “Force Majeure Event " ) . Within 24 hours , then upon prompt written notice stating the date and extent of such interference and the occurrence of a Force Majeure Event, cause thereof by the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, Performing Party to the other party. In addition Party, Service Recipient or Service Provider (each, an “Affected Party”), as applicable, the affected party Performing Party shall provide to be excused from its obligations hereunder during the other party within seven (7) days of determining period such Force Majeure Event or its effects continue, and no liability shall attach against either the cause Performing Party or the Affected Party on account thereof; provided, however, that the Performing Party promptly resumes the required performance upon the cessation of the Force Majeure Event a written explanation concerning or its effects. No Performing Party shall be excused from performance if such Performing Party fails to use commercially reasonable efforts to remedy the circumstances that caused situation and remove the cause and effects of the Force Majeure Event . The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 7 contracts

Samples: Transition Services Agreement (AOL Inc.), Transition Services Agreement (CONDUENT Inc), Transition Services Agreement (Cable One, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is due to any cause beyond its control the reasonable control of such non-performing Party (“Force Majeure”), including any act unless conclusive evidence to the contrary is provided. Causes of God or a public enemy or terrorist non-performance constituting Force Majeure shall include, act without limitation, acts of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor problem, unavailability interruption of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each delay in transportation, a "Force Majeure Event") national health emergency or compliance with any order or regulation of any government entity acting with color of right. Within 24 hours of the occurrence of a Force Majeure Event, the The Party affected party shall promptly notify the other party Party of the occurrence condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by sending either any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ninety ( i 90) an e-mail message consecutive days, or (ii) the Parties shall meet to negotiate a fax message, mutually satisfactory resolution to the other party problem, if practicable. In addition, If the affected party shall provide Parties cannot in good faith reach a satisfactory resolution to the other party problem within seven sixty ( 7 60) days of determining meeting, the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party matter shall be extended by handled pursuant to the period dispute resolution provisions of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article XIII herein.

Appears in 6 contracts

Samples: License Agreement (Lumos Pharma, Inc.), License Agreement (Cerecor Inc.), License Agreement (Cerecor Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered in breach of responsible under this Agreement due to, for any delay or failure to perform its obligations under this Agreement as a result of a cause beyond its control duties, including and shall not be liable hereunder for any act of God loss or a public enemy damage in association with such delay or terrorist failure to perform, act for or in consequence of any military, civil circumstance or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of event which is beyond the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required control of the affected party shall be extended and which adversely affects the performance by the period affected party of such delay provided its obligations hereunder, including any event caused by, arising out of or involving (a) an act of God, (b) any strike or other work stoppage, whether partial or total, or (c) any other cause similarly beyond the party is exercising diligent efforts to overcome reasonable control of the cause affected party. IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto date first above written.

Appears in 6 contracts

Samples: Placement Agreement (GMO Series Trust), Placement Agreement (GMO Series Trust), Placement Agreement (GMO Series Trust)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is due to any cause beyond its control the reasonable control of such non-performing Party (“Force Majeure”), including any act unless conclusive evidence to the contrary is provided. Causes of God or a public enemy or terrorist non-performance constituting Force Majeure shall include, act without limitation, acts of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor problem, unavailability interruption of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each delay in transportation, a "Force Majeure Event") national health emergency or compliance with any order or regulation of any government entity acting with color of right. Within 24 hours of the occurrence of a Force Majeure Event, the The Party affected party shall promptly notify the other party Party of the occurrence condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by sending either (i) an e-mail message any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than [***] consecutive days, or (ii) the Parties shall meet to negotiate a fax message, mutually satisfactory resolution to the other party problem, if practicable. In addition If the Parties cannot in good faith reach a satisfactory resolution to the problem within [***] days of meeting, the affected party matter shall provide be handled pursuant to the other party within seven (7) days dispute resolution provisions of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article XIII herein.

Appears in 5 contracts

Samples: Exclusive Patent License Agreement (ARMO BioSciences, Inc.), Exclusive Patent License Agreement (ARMO BioSciences, Inc.), Exclusive Patent License Agreement (ARMO BioSciences, Inc.)

Force Majeure. Except with respect to payment obligations If either party is prevented or delayed from timely performance of any obligation or satisfying any condition under this Agreement Lease by any event or circumstance beyond the control of such party, no party shall be liable for, nor shall such party be considered in breach exclusive of this Agreement due to, any failure to perform its obligations under this Agreement as a result financial inability of a cause beyond its control party, but including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing following if beyond the control of (and not caused by) such party: strike, which could not have been prevented by lockout, labor dispute, civil unrest, inability to obtain labor, materials or reasonable substitutes thereof, acts of God, present or future governmental restrictions, regulations or control, insurrection, and sabotage, then the time to perform such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, obligation or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party satisfy such condition shall be extended by the period delay caused by such event or circumstance. The provisions of such this Article shall in no event operate to delay provided the party is exercising diligent efforts Commencement Date or to overcome excuse Tenant from the cause payment of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions all Rent as and mitigate their effects but shall have no liability with respect thereto when due under this Lease.

Appears in 5 contracts

Samples: Building Lease (Forterra, Inc.), Building Lease (Getty Realty Corp /Md/), Building Lease (Getty Realty Corp /Md/)

Force Majeure. Except with respect to payment Each party will be excused for any failure or delay in performing any of its obligations under this Agreement, no party shall be liable for other than the obligations of Roxio to make certain payments to Adaptec pursuant to Article 5 hereof for services rendered, nor shall if such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including or delay is caused by Force Majeure. "Force Majeure" means any act of God or a the public enemy or terrorist enemy, act of any military accident, civil or regulatory authority, change in any law or regulation explosion, fire, flood storm, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies flood, or any other cause, whether similar circumstance or dissimilar to any event beyond the reasonable control of the foregoing, which could not have been prevented by party relying upon such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, circumstance or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto event.

Appears in 4 contracts

Samples: Roxio Inc, Roxio Inc, Adaptec Inc

Force Majeure. Except with respect to payment for obligations under this Agreement Section 9 above and obligations of payment, the executory obligations of the parties hereunder shall be excused to the extent, but only to the extent, delayed or prevented by Acts of God, including earthquake, storm, flood, fire, explosion, power failure, civil insurrection, or any other cause beyond the reasonable control of the affected party hereto and which such party could not by reasonable diligence have avoided (collectively, "Force Majeure"), provided that notice of such Force Majeure is given by the affected party to the other within twenty (20) days of such party's becoming affected by the Force Majeure. Furthermore, in the event such notice is timely given, no failure or delay by either party shall be liable for, nor shall such party be considered in breach the performance of this Agreement due to, any failure to perform of its obligations (other than under this Agreement Section 9 above) as a result of a cause beyond its control Force Majeure shall give rise to any liability to the other party for any loss, including any act injury, delay, or other casualty suffered or incurred by such other party due to such Force Majeure. The party directly affected by a Force Majeure shall use all reasonable efforts to minimize the effects of God or the same. At the election of the party not directly affected by a public enemy or terrorist Force Majeure, act a period of time equal to the duration of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or suspension of performance by the other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, as a "Force Majeure Event"). Within 24 hours of the occurrence result of a Force Majeure Event, shall be added to the affected party shall notify the other party end of the occurrence by sending either (i) an e-mail message then current term of this Agreement, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party and such term shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto accordingly extended.

Appears in 4 contracts

Samples: Fulfillment Services Agreement (Artistdirect Inc), Fulfillment Services Agreement (Artistdirect Inc), Fulfillment Services Agreement (Artistdirect Inc)

Force Majeure. Except with respect to payment obligations under this Agreement for payments of money, no party neither of the Parties shall be liable for, nor shall such party be considered for any default or delay in breach performance of this Agreement due to, any failure to perform its obligations obligation under this Agreement as a result caused by any of a cause beyond its control, including any the following: act of God or a public enemy or terrorist nature, act of any military war, civil or regulatory authority, change in any law or regulation riot, fire, explosion, accident, flood, earthquake sabotage, storm compliance with governmental requests, laws, regulations, orders or other like event actions, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, national defense requirements or any other cause event beyond the reasonable control of such Party; or labor trouble, whether similar strike, lockout or dissimilar to any injunction (provided that neither of the foregoing, which could not have been prevented by such party with reasonable care (each, Parties shall be required to settle a "Force Majeure Event" labor dispute against its own best judgment). Within 24 hours The Party invoking this subparagraph shall give the other Party written notice pursuant to Section 8.1 and full particulars of such force majeure event as soon as possible after the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event upon which said Party is relying. The time for performance required of the affected party Both ARCADIA and BLUE HORSE shall be extended by the period of such delay provided the party is exercising diligent use reasonable efforts to overcome mitigate the cause effects of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate any force majeure on their effects but shall have no liability with respect thereto respective part.

Appears in 4 contracts

Samples: Intellectual Property License Agreement (Arcadia Biosciences, Inc.), Intellectual Property License Agreement (Arcadia Biosciences, Inc.), Intellectual Property License Agreement (Arcadia Biosciences, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any to the other for failure to perform or delay in performing its obligations under this the Agreement as a result by virtue of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the an occurrence of a an event of Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay Majeure. In the event of Force Majeure, each party shall promptly notify the other Party and shall exert commercially reasonable efforts to eliminate, cure or overcome such event and to resume performance of its obligations. “Force Majeure” shall mean any occurrence which prevents, delays or interferes with the performance by a Party of any of its obligations hereunder if such event occurs by reason of an act of God, flood, power failure, fire, explosion, casualty, accident, war, revolution, civil commotion acts of public enemies or terrorism, failure of usual suppliers to provide materials, equipment breakdown or failure machinery, interruption of or delay in transportation, strike or labor disruption or other similar cause beyond its control the reasonable control of the other Party. If such event of Force Majeure prevents performance by a Party under this Agreement for a period in excess of one hundred and eighty (180) days, FRAC shall the other Party may terminate this Agreement upon thirty (30) days written notice, at no additional expense to FMR Co without penalty or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto liability.

Appears in 4 contracts

Samples: Viewray Inc, Viewray Inc, ViewRay, Inc.

Force Majeure. Except with respect Neither Party shall have any obligation to payment perform any specific Service hereunder if its failure to do so is caused by or results from any 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, the Party receiving the Service shall have no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure obligation to perform its obligations under this Agreement pay for the specific Service that the other Party does not provide as a result of a cause beyond its control the force majeure event; provided, including any act of God that the Party performing the Service, shall, unless instructed otherwise by the Party receiving the Service, use commercially reasonable efforts to remove or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by eliminate such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto default.

Appears in 4 contracts

Samples: Transition Services Agreement (DMRC Corp), Transition Services Agreement (DMRC Corp), Transition Services Agreement (Digimarc CORP)

Force Majeure. Except No Party shall be deemed to be in default of any provision herein or to be liable to another Party for any delay, failure of performance, or interruption of service arising due to acts or events beyond such Party’s control including by way of illustration, but not limitation, acts of God, civil and military authority, terrorism, civil disturbance, war, fires, delay of Armored Carrier suppliers, interruptions in telecommunications or networking facilities, or those of its subcontractors for like causes (each a “Force Majeure Event”). The Parties agree that the provisions of this paragraph do not relieve them of their respective risks of loss with respect to payment obligations under Cash as set forth in Section IV of this Agreement , no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 4 contracts

Samples: Contract (Cardtronics Inc), Contract (Global Cash Access Holdings, Inc.), Contract (Global Cash Access Holdings, Inc.)

Force Majeure. Except with respect to Any delay in the performance of any of the duties ------------- or obligations of either Party hereto (except the payment obligations under this Agreement, no party of money) shall be liable for, nor shall such party not be considered in a breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of and the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time required for performance required of the affected party shall be extended by for a period equal to the period of such delay, provided that such delay provided has been caused by or is the party is exercising diligent efforts result of any acts of God, acts of the public enemy, insurrections, riots, embargoes, labor disputes, including strikes, lockouts, job actions, boycotts, fires, explosions, floods, shortages of qualified equipment, material or energy, or other unforeseeable causes beyond the control and without the fault or negligence of the Party so affected. The affected Party shall give prompt notice to overcome the cause other Party of such delay. In the event of equipment breakdown or failure beyond its control cause, FRAC shall, at no additional expense to FMR Co or FIMM, and shall take promptly whatever reasonable steps are necessary to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto relieve the effect of such cause. If such event prevents or will prevent performance of a material provision of this Agreement by one Party for more than six (6) months, then the other party may immediately terminate this Agreement upon written notice to the non-performing Party.

Appears in 3 contracts

Samples: Retractable Technologies Inc, Retractable Technologies Inc, Retractable Technologies Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place it in breach of a any term or condition of this Agreement if such failure is due to any cause beyond its control the reasonable control of such non-performing Party (“Force Majeure”), including any act unless conclusive evidence to the contrary is provided. Causes of God or a public enemy or terrorist non-performance constituting Force Majeure shall include, act without limitation, acts of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor problem, unavailability interruption of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each delay in transportation, a "Force Majeure Event") national health emergency or compliance with any order or regulation of any government entity acting with color of right. Within 24 hours of the occurrence of a Force Majeure Event, the The Party affected party shall promptly notify the other party Parties of the occurrence condition constituting Force Majeure and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by sending either any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ninety ( i 90) an e-mail message consecutive days, or (ii) the Parties shall meet to negotiate a fax message, mutually satisfactory resolution to the other party problem, if practicable. In addition, If the affected party shall provide Parties cannot in good faith reach a satisfactory resolution to the other party problem within seven sixty ( 7 60) days of determining meeting, the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party matter shall be extended by handled pursuant to the period dispute resolution provisions of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article XIII herein.

Appears in 3 contracts

Samples: Exclusive License Agreement (Menlo Therapeutics, Inc.), Exclusive License Agreement (Menlo Therapeutics, Inc.), Exclusive License Agreement (Menlo Therapeutics, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is due to any cause beyond its control the reasonable control of such non-performing Party ("force majeure"), including any act unless conclusive evidence to the contrary is provided. Causes of God or a public enemy or terrorist non-performance constituting force majeure shall include, act without limitation, acts of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting force majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided, however, that nothing contained herein shall require any Party to settle on terms unsatisfactory to such Party any strike, lock-out or other utility labor difficulty, labor problem, unavailability of supplies any investigation or proceeding by any public authority, or any other cause, whether similar or dissimilar to litigation by any of the foregoing, which could not have been prevented by such party with reasonable care third party. If a condition constituting force majeure as defined herein exists for more than ninety ( each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event 90) consecutive days, the affected party Parties shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) meet to negotiate a fax message, mutually satisfactory resolution to the other party. In addition problem, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto if practicable.

Appears in 3 contracts

Samples: Exclusive License Agreement (Atherogenics Inc), Exclusive License Agreement (Atherogenics Inc), Exclusive License Agreement (Atherogenics Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no party If either Party shall be liable for delayed, nor shall such party be considered interrupted in breach or prevented from the performance of this Agreement due to, any failure to perform its obligations under this Agreement as a result obligation hereunder by reason of a cause beyond its control, force majeure including any an act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, flood, earthquake, storm war (declared or other like event undeclared), disruption public disaster, act of terrorism, strike or outage of communications labor differences, power governmental enactment, rule or other utility, labor problem, unavailability of supplies regulation, or any other cause cause beyond such Party’s control, whether similar or dissimilar such Party shall not be liable to any the other therefor; and the time for performance of such obligation shall be extended for a period equal to the duration of the foregoing force majeure which occasioned the delay, which could not have been prevented by interruption or prevention. The Party invoking such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours force majeure rights of the occurrence of a Force Majeure Event, the affected party shall this Section 18.2 must notify the other party Party by courier or overnight dispatch (e.g., Federal Express) within a period of the occurrence by sending either fifteen ( i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7 15) days of determining both the cause first and last day of the Force Majeure Event a written explanation concerning force majeure unless the circumstances that caused force majeure renders such notification impossible in which case notification will be made as soon as possible. If the Force Majeure Event. The time for performance required of delay resulting from the affected party force majeure exceeds six (6) months, both Parties shall be extended by the period of such delay provided the party is exercising diligent efforts consult together to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto find an appropriate solution.

Appears in 3 contracts

Samples: Collaboration Agreement (Biotech Spinco, Inc.), Collaboration Agreement (Facet Biotech Corp), Collaboration Agreement (Protein Design Labs Inc/De)

Force Majeure. Except It is mutually agreed that inability to comply with respect to payment obligations under this Agreement, no party any term of the Contract shall be liable for excused if and to the extent caused by a Force Majeure event, nor shall such party be considered in breach which includes acts of this Agreement due to God, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation strike, fire, earthquake, storm, flood, earthquake windstorm, storm riot, war, court injunction or other like event order, disruption delays by or outage acts or orders of communications, power any governmental body or other utility, labor problem, unavailability of supplies changes in laws or government regulations, or any other cause, whether similar or dissimilar to any cause(s) beyond the reasonable control of the foregoing party, which could not have been prevented and shall release both parties from their future respective obligations under the Contract, provided that (i) written notice setting forth in detail the nature of any delay or suspension is given by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause 72 hours of the Force Majeure Event event; (ii) such party shall use all commercially reasonable efforts to minimize the extent of such force majeure delay; and (iii) additional expenses or other adverse financial conditions shall not be deemed an event of force majeure. Upon a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of event, the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts Parties will make a good faith effort to overcome the cause of such delay. In reschedule the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions a mutually agreeable date and mitigate their effects but shall have no liability with respect thereto time.

Appears in 3 contracts

Samples: Event Agreement, Event Agreement, Event Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be held liable for or responsible to the other Party, nor shall such party be considered deemed to be in breach of this Agreement, for failure or delay in fulfilling or performing any provisions of this Agreement due (other than payment obligations) when such failure or delay is caused by or results from any cause whatsoever outside the reasonable control of the Party concerned including, but not limited to, fire, explosion, breakdown of plant, damage to plant material by pests or otherwise, strike, lock-out, labor disputes, casualty or accident, lack or failure of transportation facilities, flood, lack or failure of sources of supply or of labor, raw materials or energy, civil commotion, embargo, any failure law, regulation, decision, demand or requirement of any national or local government or authority. The Party claiming relief shall, without delay, notify the other Party by registered airmail or by telefax of the interruption and cessation thereof and shall use its best efforts to perform remedy the effects of such hindrance with all reasonable dispatch. The onus of proving that any such Force Majeure event exists shall rest upon the Party so asserting. During the period that one Party is prevented from performing its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar due to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event event, the affected party other Party may, in its sole discretion, suspend any obligations that relate thereto. Upon cessation of such Force Majeure event the Parties hereto shall notify the other party of the occurrence by sending either (i) an e-mail message use their best efforts to make up for any suspended obligations. If such Force Majeure event is anticipated to continue, or has existed for nine ( ii 9) a fax message consecutive months or more, this Agreement may be forthwith terminated by either Party by registered airmail or by telefax. In case of such termination the terminating Party will not be required to pay to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Party any indemnity whatsoever.

Appears in 3 contracts

Samples: License Agreement (Intrabiotics Pharmaceuticals Inc /De), License Agreement (Intrabiotics Pharmaceuticals Inc /De), License Agreement (Diversa Corp)

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, for any failure to perform or delay in performing its obligations under this Agreement as a result when such failure or delay is beyond the reasonable control of a cause beyond the Party seeking relief from its control obligations, including without limitation any of the following causes (but only if such cause is beyond the reasonable control of the Party seeking relief): any act of God or a public enemy or terrorist God, act of any military, civil or regulatory authority, change in any law or regulation flood, fire, flood explosion, earthquake, storm breakdown of plant, shortage of critical equipment, loss or other like event unavailability of manufacturing facilities or material, disruption or outage of communications strike, power or other utility lockout, labor problem dispute, unavailability casualty or accident, or war, revolution, civil commotion, terrorism and acts of supplies public enemies, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government, inability to procure or use materials, labor, equipment, transportation or energy sufficient to meet manufacturing needs without allocation, or any other cause cause whatsoever, whether similar or dissimilar to any those above enumerated, beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care Party seeking relief ( each, a " Force Majeure Event " ). Within 24 hours In the event that either Party is delayed in the performance of the occurrence any obligations under this Agreement for reason of a any Force Majeure Event, the time for the performance of said obligations shall be extended for the period required by reason of such delay, up to a maximum period of ninety (90) days, after which, if such delay in performance would constitute a material breach of this Agreement in the absence of such Force Majeure Event, the non-affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, Party may terminate this Agreement immediately upon written notice to the other party Party. In addition, the The Party affected party shall provide to the other party within seven (7) days of determining the cause of by the Force Majeure Event a written explanation concerning shall inform the other Party of the beginning of and, if possible, the anticipated ending date of the above causes and the circumstances that caused thereof in writing within fifteen (15) days after the occurrence of such Force Majeure Event. The time for performance required of the affected party In any event, neither Spectrum nor Eagle shall be extended by the period liable in any way for loss or damage arising directly or indirectly through or in consequence of any such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Force Majeure Event.

Appears in 3 contracts

Samples: Eagle Pharmaceuticals, Inc., Spectrum Pharmaceuticals Inc, Eagle Pharmaceuticals, Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any to the other for failure to perform its obligations under this Agreement as a result of a cause hereunder to the extent such failure results from causes beyond its reasonable control, including any act strikes, climatic conditions, acts of God God, governmental laws, regulations, orders or a public enemy or terrorist requirements, act interruptions of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, equipment or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care supplies ( each, each a " Force Majeure Event " ). Within 24 hours of the occurrence of a Force Majeure Event Provided, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the if any Force Majeure Event claimed by a Party continues for an uninterrupted period of more than one hundred and eighty (180) days, then the other Party may, at any time following the end of such period, immediately terminate this Agreement upon written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of notice to the affected party shall be extended by Party, without further obligation to the period affected Party, except as to payment of any costs and liabilities incurred before the effective date of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto termination.

Appears in 3 contracts

Samples: Credit Purchase Agreement, Credit Purchase Agreement, Credit Purchase Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither SCEA nor Publisher shall be liable for, nor shall such party for any loss or damage or be considered deemed to be in breach of this Agreement due to, any if its failure to perform or failure to cure any of its obligations under this Agreement as a result of a cause results from any event or circumstance beyond its reasonable control, including including, without limitation, any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation natural disaster, fire, flood, earthquake, storm earthquake or other like event Act of God; shortage of equipment, disruption materials, supplies or outage of communications, power transportation facilities; strike or other utility industrial dispute; war or rebellion; shutdown or delay in power, labor problem telephone or other essential service due to the failure of computer or communications equipment or otherwise; provided, unavailability of supplies however, or any other cause, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party written notice thereof promptly, and, in any event, within fifteen (15) business days of discovery of any such Force Majeure condition. If notice of the occurrence by sending either (i) an e-mail message existence of any Force Majeure condition is provided within such period, the time for performance or (ii) cure shall be extended for a fax message, period equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause duration of the Force Majeure Event a written explanation concerning event or circumstance described in such notice, except that any such cause shall not excuse the circumstances that caused the payment of any sums owed to SCEA prior to, during or after any such Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay condition. In the event of equipment breakdown or failure beyond its control that the Force Majeure condition continues for more than sixty (60) days, FRAC shall, at no additional expense SCEA may terminate this Agreement for cause by providing written notice to FMR Co or FIMM, take reasonable steps Publisher to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto such effect.

Appears in 3 contracts

Samples: Driftwood Ventures, Inc., Electronic Arts Inc, Press Release (Atari Inc)

Force Majeure. Except with respect The parties shall not be responsible for failure to payment perform any of the obligations under imposed by this Agreement, no party provided such failure shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, occasioned by fire, flood, explosion, lightning, windstorm, earthquake, storm subsidence of soil, failure or other like event destruction, disruption in whole or outage in part, of communications machinery or equipment, power or other utility failure of supply of materials, labor problem discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labour disturbance, transportation difficulties, labour shortage, death, disability, or unavailability of supplies key research personnel, or any other cause, whether similar or dissimilar to any cause beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") parties. Within 24 hours of the occurrence of a Force Majeure Event, the The affected party shall notify the other party as soon as practicable of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, of any of the above events. Both parties shall make every reasonable effort to minimise the other party effect of force majeure upon the performance of the Agreement. In addition, the The affected party shall provide to notify the other party within as soon as practicable of the cessation of the relevant event. If either party shall be excused from performance of any of its obligations for a continuous period of six (6) months or more then the unaffected party may terminate this Agreement by seven (7) days of determining notice in writing provided that the cause of relevant events continue throughout the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto notice period.

Appears in 3 contracts

Samples: Peptide Therapeutics Group PLC, Peptide Therapeutics Group PLC, Peptide Therapeutics Group PLC

Force Majeure. Except with respect to payment obligations under this Agreement, no 10.1 Effects of Force Majeure. A party hereto shall be excused and shall not be held liable for, nor shall such party be considered or responsible for failure or delay in breach fulfilling or performing any of this Agreement due to, any failure to perform its obligations under this Agreement as a result (other than the payment of a cause beyond its control money) if such failure or delay is caused by acts of God, including any act acts of God or a the public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation enemy, fire, explosion, flood, earthquake, storm epidemic or other like event natural physical disaster, disruption or outage of communications drought, power or other utility war, labor problem terrorists, riot, unavailability of supplies raw material, sabotage, embargo, strikes or other labor disputes, intervention of governmental authority, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, failure or suspension of utilities, and political interference with the normal operation of either party or by any other cause, whether similar event or dissimilar circumstance of like or different character to any the foregoing beyond the reasonable control and without the fault or negligence of the foregoing, which could not have been prevented by such affected party with reasonable care ( each, a " Force Majeure Event " ). Within 24 hours Such excuse shall continue as long as the Force Majeure Event continues. Upon cessation of such Force Majeure Event, such party shall promptly resume performance hereunder. 10.2 Notice of Force Majeure. Each party agrees to give the other party prompt written notice of the occurrence of a any Force Majeure Event, the affected party shall notify nature thereof and the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, extent to the other party. In addition, which the affected party shall provide will be unable to the other perform its obligations hereunder. Each party within seven (7) days of determining the cause of further agrees to use reasonable efforts to correct or otherwise address the Force Majeure Event a as soon as practicable and to give the other parties prompt written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of notice when it is again fully able to perform such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto obligations.

Appears in 2 contracts

Samples: Manufacturing and Supply Agreement (Rosewind CORP), Ampio Pharmaceuticals, Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach 16-1 If the performance of any part of this Agreement due to is prevented, restricted or interfered with for any failure to perform its obligations under this Agreement as a result length of a cause beyond its control time by reason of governmental restrictions, including any act war, civil commotions, riots, strike, lock out, lack of shipping space and acts of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire such as typhoon, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, fire or any other cause, whether similar or dissimilar to any causes which are beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event parties hereto, the affected party shall notify so affected, upon giving prompt notice to the other parties, shall be excused from such delay or failure of performance to the extent of such prevention, restriction or interference and for such length of time. If such failure continues for a period of more than six (6) months, either party of hereto shall have the occurrence rights to forthwith terminate this Agreement by sending either (i) an e-mail message, or (ii) serving a fax message, written notice to the other party . In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 2 contracts

Samples: Distribution Agreement (Infosonics Corp), Distribution Agreement (Infosonics Corp)

Force Majeure. Except with respect A Party shall not be considered to payment obligations under be in default or breach of this Agreement, no party and shall be liable for excused from performance or liability for damages to the other Parties, nor if and to the extent it shall such party be considered delayed in breach or prevented from performing or carrying out any of the provisions of this Agreement due to Agreement, arising out of or from any failure act of God, labor disturbance, sabotage, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to perform its obligations under this Agreement as a result of a machinery or equipment or any other cause or causes beyond its such Party’s reasonable control, including any curtailment, order, regulation, or restriction hereafter imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others (a “Force Majeure”). A Force Majeure event does not include an act of God negligence or intentional wrongdoing by a public enemy or terrorist, act Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of any military, civil or regulatory authority, change its obligations in any law greater scope or regulation for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, fire remedy its inability to perform, flood, earthquake, storm and resume full performance of its obligations hereunder. The foregoing provisions shall not be construed to require a Party to settle a strike or other like event, disruption labor dispute. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Parties (“Non-Affected Party”) in writing or outage by email as provided for notices under this Agreement (“Notice of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a " Force Majeure Event "). Within 24 hours ”) as soon as reasonably practicable specifying the cause of the occurrence event, the scope of commitments under this Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the affected party Affected Party shall notify the not be relieved of its responsibility to fully perform as to all other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto commitments in this Agreement.

Appears in 2 contracts

Samples: Team Agreement, Team Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no Each party shall be liable for, nor shall entitled to an extension of the date of any performance required of such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result if the failure of the party to duly perform was solely because of a cause beyond its control, including any Force Majeure Event. “Force Majeure Event” shall be an act of God or a public enemy or terrorist God, act of any military riot, war, civil or regulatory authority unrest, change in any law or regulation, hostile fire, flood, earthquake, storm interruption of services (including without limitation transportation and utility services) or other like event cause beyond a party’s reasonable control and anticipation (including without limitation, disruption any mechanical, electronic, or outage of communications communications failure, power but excluding failure caused by a party’s financial condition or other utility, labor problem, unavailability of supplies negligence), or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, inability due to the other party. In addition aforementioned causes to obtain necessary labor, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown materials, facilities or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto products.

Appears in 2 contracts

Samples: www.pcgs.com, www.psacard.com

Force Majeure. Except with respect Each party to payment obligations under this Agreement, no party the Agreement shall be liable for excused from any delay or failure in its performance thereunder, nor shall such party be considered in breach other than for payment of this Agreement due to money, caused by any disruption or slow speed of the Internet, break-downs of security or introduction of computer viruses (and the like) by third parties, any failure to perform its obligations under this Agreement as a result labor dispute, government requirement, act of a God, or any other cause beyond its control , including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") . Within 24 hours of the occurrence of a Force Majeure Event, the affected Such party shall notify use best efforts to cure any such failure or delay in performance arising from a force majeure condition, and shall timely advise the other party of such efforts. If such delay continues for more than ten (10) days, the occurrence party injured by sending either (i) an e-mail message, or (ii) a fax message, to the inability of the other party. In addition, the affected party shall provide to the other party within seven perform may upon ten ( 7 10) days of determining prior written notice terminate the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Agreement.

Appears in 2 contracts

Samples: Preferred Supplier Agreement (Wattage Monitor Inc), Sales Agreement (Purchasepro Com Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no Either party shall be liable for, nor shall such party be considered in breach of this Agreement due to, under any liability for any failure to perform any of its obligations under this Agreement as a result of a due to any cause beyond not within its control control including, including any act of God without limitations, lock-outs, strikes, other industrial disputes, riots or a civil commotion, wars (whether declared or not), expropriation or confiscation for public enemy or terrorist needs, embargo, act of any military God, civil discontinuation of public or regulatory authority, change in any law private transportation or regulation supply of energy, fire, flood, earthquake, storm non-availability of materials or components or some other like event, disruption or outage unusual event with equally drastic effects beyond the control of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented that party. Following notification by such either party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition of such cause, the affected such party shall provide be allowed a reasonable extension of time for the performance of its obligations. Either party may terminate this Agreement by giving notice to the other party within seven if performance of this Agreement is substantially prevented for more than three ( 7 3) days months due to any event of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the referred to in this Article. In case of an event of Force Majeure Event. The time for performance required the parties shall meet to discuss whether it such an event qualifies as an event of Force Majeure and how to minimize the affected party shall be extended inconvenience and limit the eventual costs cause by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto situation.

Appears in 2 contracts

Samples: Distribution Agreement (Cellstar Corp), Distribution Agreement (Cellstar Corp)

Force Majeure. Except with respect to payment obligations under as may be otherwise specifically provided in this Agreement, no neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations default under this Agreement as a result if and to the extent that any failure or delay in such party's performance of a cause beyond one or more of its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to obligations hereunder is caused by any of the foregoing following conditions, which could and such party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delay: act of God; fire; flood; fiber, cable, conduit or other material failures, shortages or unavailability or other delay in delivery not have been prevented by resulting from the responsible party's failure to timely place orders therefor; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations or restrictions; war or civil disorder; failure of a third party to recognize a Required Right; any other cause beyond the reasonable control of such party with reasonable care and, in the case of Grantor, a Grantee Delay Event ( each, each a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected The party claiming relief under this Article shall notify the other party in writing of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause existence of the Force Majeure Event a written explanation concerning event relied on and the circumstances that caused the Force Majeure Event. The time for performance required cessation or termination of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto said event.

Appears in 2 contracts

Samples: Savvis Communications Corp, Savvis Communications Corp

Force Majeure. Except with respect to payment for obligations under this Agreement Section 4 (Confidentiality) and obligations of payment, the executory obligations of the parties hereunder shall be excused to the extent, but only to the extent, delayed or prevented by Acts of God, including, without limitation, earthquake, storm, flood, fire, explosion, power failure, civil insurrection, or any other cause beyond the reasonable control of the affected party hereto and which such party could not by reasonable diligence have avoided (collectively, "Force Majeure"), provided that written notice of such Force Majeure is given by the affected party to the other within twenty (20) days of such party's becoming affected by the Force Majeure. Furthermore, in the event such notice is timely given, no failure or delay by either party shall be liable for, nor shall such party be considered in breach the performance of this Agreement due to, any failure to perform of its obligations under this Agreement (other than Confidentiality obligations) as a result of a cause beyond its control Force Majeure shall give rise to any liability to the other party for any loss, including any act injury, delay, or other casualty suffered or incurred by such other party due to such Force Majeure. The party directly affected by a Force Majeure shall use all reasonable efforts to minimize the effects of God or the same. At the election of the party not directly affected by a public enemy or terrorist Force Majeure, act a period of time equal to the duration of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or suspension of performance by the other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, as a "Force Majeure Event"). Within 24 hours of the occurrence result of a Force Majeure Event, shall be added to the affected party shall notify the other party end of the occurrence by sending either (i) an e-mail message then current term of this Agreement, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party and such term shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto accordingly extended.

Appears in 2 contracts

Samples: Fulfillment Services Agreement (Audio Highway-Com), Cdbeat Com Inc

Force Majeure. Except with respect to payment obligations under this Agreement for payments of money, no party neither of the parties shall be liable for, nor shall such party be considered for any default or delay in breach performance of this Agreement due to, any failure to perform its obligations obligation under this Agreement as a result caused by any of a cause beyond its control the following: Act of God, including any act of God or a public enemy or terrorist war, act of any military, civil or regulatory authority, change in any law or regulation riot, fire, explosion, accident, flood, earthquake sabotage, storm compliance with governmental requests, laws, regulations, orders or other like event actions, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, national defense requirements or any other cause event beyond the reasonable control of such party; or labor trouble, whether similar strike, lockout or dissimilar to any injunction (provided that neither of the foregoing, which could not have been prevented by such party with reasonable care (each, parties shall be required to settle a "Force Majeure Event" labor dispute against its own best judgment). Within 24 hours The party invoking this subparagraph shall give the other party notice and full particulars of such force majeure event by telephone, telegram, telex or facsimile as soon as possible after the occurrence of a Force Majeure Event the cause upon which said party is relying. Telephone, telegram, telex and telecopier notices shall be confirmed in writing by the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven five ( 7 5) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event days. The time for performance required of the affected party Both Monsanto and Ceres shall be extended by the period of such delay provided the party is exercising diligent use reasonable efforts to overcome mitigate the cause effects of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate any force majeure on their effects but shall have no liability with respect thereto respective part.

Appears in 2 contracts

Samples: Technology License Agreement (Ceres, Inc.), Technology License Agreement (Ceres, Inc.)

Force Majeure. Except with respect to payment obligations under the extent otherwise provided in this Agreement , performance by a party of their obligations may be interrupted or suspended without liability to any other party if, and to the extent, the interruption or suspension is due to a force majeure affecting those obligations. The term force majeure includes an act of God, terrorism, war, civil commotion, fire, explosion, flood, failure of electrical or telecommunications networks, or any other event beyond the reasonable control of either party. However, no party shall be liable for, nor shall such party be considered in breach entitled to the benefit of the provisions of this Agreement due to, clause under any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any all of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. following circumstances:

Appears in 2 contracts

Samples: Participation Agreement, Participation Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto.

Appears in 2 contracts

Samples: Services Agreement (North Carolina Capital Management Trust), Services Agreement (North Carolina Capital Management Trust)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is caused by any cause beyond its control the reasonable control of such non-performing Party, including any act without limitation acts of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. If a condition constituting force majeure as defined herein exists for more than ninety (90) consecutive days, the Parties shall meet to negotiate a mutually satisfactory solution to the problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto if practicable.

Appears in 2 contracts

Samples: License and Supply Agreement (Ribapharm Inc), License and Supply Agreement (Icn Pharmaceuticals Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is due to any cause beyond its control the reasonable control of such non-performing Party ("Force Majeure"), including any act unless conclusive evidence to the contrary is provided. Causes of God or a public enemy or terrorist non-performance constituting Force Majeure shall include, act without limitation, acts of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor problem, unavailability interruption of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each delay in transportation, a "Force Majeure Event") national health emergency or compliance with any order or regulation of any government entity acting with color of right. Within 24 hours of the occurrence of a Force Majeure Event, the The Party affected party shall promptly notify the other party Party of the occurrence condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by sending either any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ninety ( i 90) an e-mail message consecutive days, or (ii) the Parties shall meet to negotiate a fax message, mutually satisfactory resolution to the other party problem, if practicable. In addition, If the affected party shall provide Parties cannot in good faith reach a satisfactory resolution to the other party problem within seven sixty ( 7 60) days of determining meeting, the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party matter shall be extended by handled pursuant to the period dispute resolution provisions of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article XIII herein.

Appears in 2 contracts

Samples: License Agreement (Cerecor Inc.), License Agreement (Cerecor Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of a any term or condition of this Agreement to the other Party if such failure is due to any cause beyond its control the reasonable control of such non-performing Party (“Force Majeure”) Causes of non-performance constituting Force Majeure shall include, including any act without limitation, acts of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, explosion, flood, earthquake drought, storm war, riot, sabotage, embargo, strikes or other like event labor trouble, disruption failure in whole or outage in part of communications suppliers to deliver on schedule materials, power equipment or other utility machinery, labor problem, unavailability interruption of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each delay in transportation, a "Force Majeure Event") national health emergency or compliance with any order or regulation of any government entity acting with color of right. Within 24 hours of the occurrence of a Force Majeure Event, the The Party affected party shall promptly notify the other party Party of the occurrence condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by sending either any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ninety ( i 90) an e-mail message consecutive days, or (ii) the Parties shall meet to negotiate a fax message, mutually satisfactory resolution to the other party problem, if practicable. In addition, If the affected party shall provide Parties cannot in good faith reach a satisfactory resolution to the other party problem within seven sixty ( 7 60) days of determining meeting, the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party matter shall be extended by handled pursuant to the period dispute resolution provisions of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article XIII herein. CONFIDENTIAL TREATMENT

Appears in 2 contracts

Samples: TESARO, Inc., TESARO, Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach Failure of this Agreement due to, any failure Party to perform its obligations under this Agreement as a result (other than of the obligations to make any payments or of confidentiality) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if, and solely to the extent, such failure is caused by Force Majeure. The corresponding obligations of the other Party will be suspended to the same extent. “Force Majeure” shall mean any unanticipated event, reason or cause beyond the reasonable control of a cause beyond its control, Party (including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or other labor disturbance, epidemic, failure or default of public utilities [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or common carriers, destruction of production facilities or materials by fire, earthquake, or storm or other like event catastrophe, disruption or outage acts of communications, power or other utility, labor problem, unavailability of supplies, God or any other cause acts, whether similar omissions or dissimilar to any delays in acting of the foregoing other Party); provided, which could not have been prevented by such party with reasonable care (each however, a "Force Majeure Event"). Within 24 hours of that the occurrence of a Force Majeure Event, the Party affected party shall promptly notify the other party Party of the occurrence by sending either (i) an e-mail message condition constituting Force Majeure as defined herein and shall exert commercially reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed. If a condition constituting Force Majeure as defined herein prevents, or would likely prevent, a Party from performing its obligations under this Agreement for more than one hundred twenty ( ii 120) days, the Parties shall meet to negotiate a fax message, mutually satisfactory solution to the other party. In addition problem, if practicable, including the affected party shall provide use of a Third Party to fulfill the other party within seven (7) days of determining the cause obligations hereunder of the Force Majeure Event a written explanation concerning the circumstances that caused Party invoking the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Majeure.

Appears in 2 contracts

Samples: Manufacture and Supply Agreement (Acelrx Pharmaceuticals Inc), Manufacture and Supply Agreement (Acelrx Pharmaceuticals Inc)

Force Majeure. Except If either Party is prevented from complying, either totally or in part, with respect to payment obligations under this Agreement any of the terms or provisions set forth herein by reason of force majeure, no party shall be liable for including, nor shall such party be considered in breach by way of this Agreement due to, any failure to perform its obligations under this Agreement as a result example and not of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation limitation, fire, flood, earthquake explosion, storm storm, hurricane, strike, lockout or other like event labor dispute, disruption riot, war, rebellion, accidents, acts of God, acts of governmental agencies or outage instrumentalities, failure of communications, power or other utility, labor problem, unavailability of supplies, suppliers or any other cause, whether similar or dissimilar cause, in each case to any the extent beyond its control despite its commercially reasonable efforts to avoid, minimize, and resolve such cause as promptly as possible, said Party shall (a) provide written notice of same to the foregoing other Party, which could not have been and (b) subject to the obligations set forth above in this Section 10.11 with respect to said Party's efforts to remove the disability, its obligations that are prevented from compliance by such party with reasonable care force majeure are suspended, without liability, during such period of force majeure. Said notice shall be provided within five ( each, a "Force Majeure Event"). Within 24 hours 5) business days of the occurrence of a Force Majeure Event, such event and shall identify the requirements of this Agreement or such of its obligations as may be affected. The Party so affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, give to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause Party a good faith estimate of the Force Majeure Event a written explanation concerning continuing effect of the circumstances that caused force majeure condition and the Force Majeure Event. The time for performance required duration of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Party's nonperformance.

Appears in 2 contracts

Samples: Xanodyne Pharmaceuticals Inc, Xanodyne Pharmaceuticals Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no party If either Party shall be liable for delayed, nor shall such party be considered interrupted in breach or prevented from the performance of this Agreement due to, any failure obligation hereunder (other than an obligation to perform its obligations under this Agreement as make a result payment) by reason of a cause beyond its control force majeure, including any an act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, flood, earthquake, storm war (declared or other like event undeclared), disruption acts of terrorism, public disaster, strike or outage of communications labor unrest, power governmental act, rule or other utility, labor problem, unavailability of supplies regulation, or any other cause cause beyond such Party’s control, whether similar or dissimilar such Party shall not be liable to any the other therefore and the time for performance of such obligation shall be extended for a period equal to the duration of the foregoing contingency which occasioned the delay, which could not have been prevented by interruption or prevention. The Party invoking such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall force majeure rights must notify the other party Party within a period of 15 days from the first and last day of the occurrence by sending either (i) an e-mail message force majeure unless it renders such notification impossible, or (ii) a fax message in which case, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party notification shall be extended by made as soon as possible. If the period resulting delay exceeds 4 months, both Parties shall consult in good faith to determine an appropriate course of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto action.

Appears in 2 contracts

Samples: License Agreement (Biospecifics Technologies Corp), License Agreement (Biospecifics Technologies Corp)

Force Majeure. Except with respect If either party is unable to payment perform its obligations under this Agreement in whole or in part due to an event of Force Majeure as defined herein, no then the obligations of the affected party shall be liable for suspended to the extent made necessary by such event. The term “Force Majeure” means any cause not within the control of the party claiming relief, nor shall including, but not limited to, flood, earthquake, storm, drought, fire, pestilence, lightning, hurricanes, washouts, landslides and other natural catastrophes acts of God; acts of the public enemies, epidemics, riots, civil disturbance or disobedience, sabotage, terrorist acts, wars or blockades; governmental actions such as necessity to comply with any court order, law, statute, ordinance or regulation promulgated by a governmental authority; the failure of the EDU or RTO to receive, transport, or deliver, or otherwise perform, unless due to the failure of the party claiming Force Majeure to perform such party’s obligations hereunder; or any other unplanned or non-scheduled occurrence, condition, situation or threat not covered above which by the exercise of reasonable diligence such party could not have prevented or is unable to overcome. Any such event of Force Majeure shall, so far as possible, be considered remedied with all reasonable dispatch. None of the following shall be deemed a Force Majeure event: (a) financial distress of either party; (b) the inability of either party to make a profit or avoid a financial loss; (c) changes in breach the market prices of this Agreement due to fuel, any failure energy, or power, or (d) a party’s financial inability to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar Agreement. If either party is unable to perform any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of its obligations under this Agreement due to a Force Majeure Event event, the affected then said party shall notify the other party of in writing as soon as possible after the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause start of the Force Majeure Event event. The written notice shall include a written explanation concerning specific description of the circumstances that caused cause and expected duration of the Force Majeure Event . The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 2 contracts

Samples: Supply Agreement, Supply Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach If the performance of this Agreement due to or any obligation hereunder (except the payment of money) by any party is prevented or hindered, by reason of any cause beyond the reasonable control of the affected party, including fire, flood, riot, war, explosions, acts of God (including hurricanes and tropical storms), acts of a public enemy, delay of carrier, shortage or failure in the supply of materials, labor disturbance or acts, regulations or laws of any government adopted after the date of this Agreement or subject to perform a new interpretation after the date of this Agreement that render impossible or illegal the performance by a Party of its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care ( each, a "Force Majeure Event") . Within 24 hours of the occurrence of a Force Majeure Event , the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message so affected, or (ii) a fax message, upon notice to the other party. In addition parties, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of excused from such delay performance, provided that the party is exercising so affected shall use diligent efforts effort to overcome avoid or remove such cause or causes of non-performance and shall continue to perform hereunder with the utmost dispatch whenever such cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto causes are removed.

Appears in 2 contracts

Samples: Endo Pharmaceuticals Holdings Inc, Endo Pharmaceuticals Holdings Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no party In case a Party shall be liable for hindered, nor shall such party be considered in breach of this Agreement due to, any failure to perform delayed or prevented from performing its obligations under this Agreement as a result (other than its payment obligation), or if such performance is rendered impossible by reason of a cause beyond its control fire, including any act of God or a public enemy or terrorist explosion, act of any military earthquake, civil or regulatory authority, change in any law or regulation, fire storm, flood, earthquake drought, storm embargo, pandemic, wars or other like event hostilities, disruption or outage of communications strike, power lockout or other utility labor disturbance, labor problem mechanical breakdown, unavailability of supplies governmental action, or any other cause, whether similar or dissimilar to any cause that is beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care a Party ( each, a " Force Majeure Event " ) , then the Party so hindered, delayed or prevented shall not be liable to the other Party for the resulting delay or failure to carry out its obligations hereunder. Within 24 hours In any such event, such Party’s affected obligations hereunder shall be postponed for such time as its performance is suspended or delayed on account thereof. The affected Party will promptly notify the other Party, either orally or in writing, upon learning of the occurrence of a such Force Majeure Event. If the Force Majeure Event affects the provision of Services by Provider hereunder, Provider shall use commercially reasonable efforts to remove such Force Majeure Event as soon as and to the extent reasonably possible and, in any event, will treat the Recipient the same as any other internal or external service recipient of the affected Services, if any. Upon the cessation of the Force Majeure Event, the affected party shall notify Party will use commercially reasonable efforts to resume its performance with the other party of least possible delay. Notwithstanding the occurrence by sending either (i) an e-mail message foregoing, or (ii) a fax message, and notwithstanding anything to the other party. In addition contrary in this Agreement, Recipient shall not be required to pay for the affected party shall provide to Services during the other party within seven (7) days pendency of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time If any Services are interrupted or suspended for performance required of more than ten (10) consecutive days, Recipient may immediately terminate the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts Services upon written notice to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Provider.

Appears in 2 contracts

Samples: Transition Services Agreement (Technip Energies B.V.), Transition Services Agreement (Technip Energies B.V.)

Force Majeure. Except with respect to payment obligations under this Agreement In no event shall either Party have any claim or right against the other Party for any failure of performance by such other Party if such failure of performance is caused by or is the result of causes beyond the reasonable control of such other Party (a “Force Majeure Event”), no party shall be liable for including, nor shall such party be considered in breach but not limited to, fire, flood or other natural catastrophe; laws, orders, rules, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter of this Agreement due to or any civil or military authority; the condemnation, any failure to perform its obligations compulsory purchase or taking by eminent domain of a Party's facilities used in connection with the Service; a fiber cut caused by a third-party; the insolvency of an underlying facility provider or other supplier; national emergency, insurrection, terrorism, riot or war; labor strike that effects delivery of committed service or other similar occurrence recognized as a Force Majeure Event under applicable law and jurisprudence. Notwithstanding anything in this Agreement to the contrary, if a failure of performance caused by a Force Majeure Event exceeds thirty (30) calendar days, either Party may terminate the affected Service Order(s) immediately on written notice to the other Party, without incurring any termination liability. Such right of termination must be exercised, if at all, prior to the end of the force majeure period. The claiming Party shall have no liability to the other Party as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto force majeure.

Appears in 2 contracts

Samples: Master Service Agreement, Master Service Agreement

Force Majeure. Except with respect to payment obligations under In the event of force majeure, i.e., in the event that further performance of this Agreement, no party License Agreement or any part hereof by either Party shall be liable for rendered impossible by or as a consequence of any Acts of God, nor labour disputes, delays in commercial carriers, strikes, boycotts, war, terrorism, riot or as a result of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any further official action by any department, bureau, board, administration, or other instrumentality or agency, or any other cause beyond the reasonable control of such Party (a "FORCE MAJEURE EVENT"), such Party shall such party not be considered in breach default hereunder by reason of this Agreement due to, any failure to perform its obligations under this Agreement as a result occasioned thereby. In the event that failure or delay arises out of a cause beyond its control, including or results from any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, both Parties shall co-operate in an effort to agree upon the affected party shall notify establishment of such alternative arrangements not subject to such failure or delay as will confer upon them benefits comparable in character and substantially equivalent in amount to those intended to be conferred by this License Agreement, or terms and conditions not materially more burdensome to either Party than those herein provided. However, in the event any individual Force Majeure Event results in a failure or delay of a Party to perform its obligations hereunder for a period in excess of ten (10) months, the other party of the occurrence Party may terminate this License Agreement by sending either (i) an e-mail message, or (ii) a fax message, giving written notice to the other party . In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto .

Appears in 2 contracts

Samples: License Agreement (Somaxon Pharmaceuticals, Inc.), License Agreement (Somaxon Pharmaceuticals, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach In the event performance of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy particular Task Order is prevented or terrorist interfered with by reason of acts of God, act of any military fires, civil or regulatory authority floods, change in any law or regulation epidemic, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies strikes, or any other cause, whether similar circumstances beyond the reasonable control and without the fault or dissimilar to any negligence of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event affected, the affected party shall notify so affected, upon giving prompt notice to the other party of the occurrence by sending either (i) an e circumstances causing its delay or failure to perform and of its plans and efforts to implement a work- mail message around solution, or (ii) shall be excused from such performance on a fax message, day-to-day basis to the other party. In addition extent of such prevention, the affected party shall provide to restriction or interference (and the other party within seven (7) days shall likewise be excused from performance of determining its obligations on a day-to-day basis until the cause of the Force Majeure Event a written explanation concerning the circumstances delay, restriction or interference has ceased), provided, however, that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent so affected shall use its reasonable efforts to overcome the cause avoid or remove such causes of nonperformance and both parties shall proceed whenever such delay causes are removed or cease. In the event of equipment breakdown or failure beyond its control such delay shall extend for a period which substantially and adversely impacts the Services, FRAC shall and in no event more than three (3) consecutive days, at no additional expense then the Company may terminate this Agreement without liability upon written notice to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Contractor.

Appears in 2 contracts

Samples: Agreement for Professional Services (Primus Telecommunications Group Inc), Agreement for Professional Services (Primus Telecommunications Group Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach In the event performance of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy particular task order is prevented or terrorist interfered with by reason of acts of God, act fires, floods, epidemic, strikes, blackouts, or failures or delays of any military, civil transportation or regulatory authority, change communications networks in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, the region generally or any other cause, whether similar circumstances beyond the reasonable control and without the fault or dissimilar to any negligence of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event affected, the affected party shall notify so affected, upon giving prompt notice to the other party of the occurrence by sending either (i) an e circumstances causing its delay or failure to perform and of its plans and efforts to implement a work- mail message around solution, or (ii) shall be excused from such performance on a fax message, day-to-day basis to the other party. In addition extent of such prevention, the affected party shall provide to restriction or interference (and the other party within seven (7) days shall likewise be excused from performance of determining its obligations on a day-to-day basis until the cause of the Force Majeure Event a written explanation concerning the circumstances delay, restriction or interference has ceased), provided, however, that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent so affected shall use its reasonable efforts to overcome the cause avoid or remove such causes of nonperformance and both parties shall proceed whenever such delay causes are removed or cease. In the event of equipment breakdown or failure beyond its control such delay shall extend for a period which substantially and adversely impacts the Services, FRAC shall and in no event more than three (3) consecutive days, at no additional expense then Company may terminate this Agreement without liability upon written notice to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Customer.

Appears in 2 contracts

Samples: Professional Services Agreement (Alldigital Holdings, Inc.), Professional Services Agreement (Broadcast International Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no In the event that either party hereto shall be liable for delayed or hindered in or prevented from the performance required hereunder by reason of fire or other casualty, nor shall such strikes, lockouts, labor troubles or shortages, material shortages, any moratorium or other governmental or court imposed restrictions, riots, criminal acts, food borne illness, insurrection, war, adverse and unusual weather conditions, vandalism, defective materials or work by third party be considered in contractors, jobsite accidents, the breach of this Agreement due to, any failure to perform the other party of its obligations under this Agreement as a result of a cause beyond its control Lease, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other reason of like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any nature beyond the reasonable control of the foregoing, which could not have been prevented by party delayed in such party with reasonable care performance ( each, each a " Force Majeure Event " ) . Within 24 hours of , then (a) the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time period for performance required of the affected party shall be extended by the period of time equivalent to the delay caused by such delay provided Force Majeure Event or (b) performance shall be excused during the period of non-performance caused by such Force Majeure Event, as applicable. Notwithstanding the foregoing, (i) any extension of time for a Force Majeure Event shall be conditioned upon the party is exercising diligent efforts to overcome the cause seeking an extension of time delivering written notice of such delay Force Majeure Event to the other party within ten (10) days of the commencement of the delay caused by the Force Majeure Event. In This Section shall not apply to any obligation to pay any sums due under this Lease and the event lack of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense the financial ability to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but perform shall have no liability with respect thereto not constitute a Force Majeure Event.

Appears in 2 contracts

Samples: Bloomin' Brands, Inc., Bloomin' Brands, Inc.

Force Majeure. Except with respect to payment obligations under this Agreement Neither Buyer, no party nor Seller, shall be liable for held responsible for failure or delay in delivery of Services hereunder, nor shall if such party be considered failure or delay is due to an event Force Majeure. Subject to the following paragraph, in breach the event of this Agreement due to, any failure to perform its obligations of or delay in the provision or acceptance of Services under this Agreement as a result of a any acts of God or governmental authority, war, terrorism, strikes, boycotts, labor disputes or other forms of concerted activity, fire or other loss of facilities, accident or any other cause beyond its control control (“Force Majeure”), including any act the invoice price of God such Services ordered may be reduced accordingly by written notice by either Party to the other. If the performance of this Agreement by either Party hereunder is prevented, restricted or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented interfered with by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence reason of a Force Majeure Event event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message Party whose performance is so affected, or (ii) a fax message, upon giving prompt notice to the other party. In addition Party, the affected party shall provide be excused from such performance to the other party within seven extent of such Force Majeure event; provided, however, that ( 7 a) the Party so affected shall take all commercially reasonable steps to avoid or remove such causes of nonperformance and shall continue performance hereunder with dispatch whenever such causes are removed and (b) the term of this Agreement and the duration of the performance of the Services rendered or stopped due to such Force Majeure shall be extended for the number of days of determining the cause of that such Service is materially impacted by the Force Majeure Event a written explanation concerning the circumstances (provided that caused the Force Majeure Event. The time for performance required of the affected party such extension shall not be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto greater than thirty (30) days).

Appears in 2 contracts

Samples: Transition Services Agreement (Proquest Co), Transition Services Agreement (Snap on Inc)

Force Majeure. Except Neither Party shall be considered in default under this Agreement or responsible to the other Party in tort, strict liability, contract or other legal theory for damages of any description for any interruption or failure of service or deficiency in the quality or quantity of service or any other failure to perform any of its obligations hereunder to the extent such failure occurs without fault or negligence on the part of that Party and is caused by factors beyond that Party’s reasonable control, which by the exercise of reasonable diligence that Party is unable to prevent, avoid, mitigate or overcome, including without limitation storm, flood, lightning, earthquake, explosion, equipment failure, civil disturbance, labor dispute, act of God or public enemy, action or inaction of a court or public authority, fire, sabotage, war, explosion, curtailments, unscheduled withdrawal of facilities from operation for maintenance or repair or any other cause of similar nature beyond the reasonable control of that Party (any such event, "Force Majeure"). Solely economic hardship of either Party shall not constitute Force Majeure under this Agreement. Nor shall anything contained in this paragraph or elsewhere in this Agreement excuse Operator or Dominion North Carolina Power from strict compliance with respect the obligation of the Parties to payment comply with the terms of Article IX of this Exhibit B relating to timely payments. Each Party shall have the obligation to operate in accordance with Good Utility Practice (as defined below) at all times and to use due diligence to overcome and remove any cause of failure to perform. If a Party relies on the occurrence of an event of Force Majeure described above as a basis for being excused from performance of its obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of then the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of Party relying on the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall , at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. :

Appears in 2 contracts

Samples: Agreement, Agreement

Force Majeure. Except Neither Party shall be considered in default under this Agreement or responsible to the other Party in tort, strict liability, contract or other legal theory for damages of any description for any interruption or failure of service or deficiency in the quality or quantity of service or any other failure to perform any of its obligations hereunder to the extent such failure occurs without fault or negligence on the part of that Party and is caused by factors beyond that Party’s reasonable control, which by the exercise of reasonable diligence that Party is unable to prevent, avoid, mitigate or overcome, including without limitation storm, flood, lightning, earthquake, explosion, equipment failure, civil disturbance, labor dispute, act of God or public enemy, action or inaction of a court or public authority, fire, sabotage, war, explosion, curtailments, unscheduled withdrawal of facilities from operation for maintenance or repair or any other cause of similar nature beyond the reasonable control of that Party (any such event, “Force Majeure”). Solely economic hardship of either Party shall not constitute Force Majeure under this Agreement. Nor shall anything contained in this paragraph or elsewhere in this Agreement excuse Operator or Dominion Energy North Carolina from strict compliance with respect the obligation of the Parties to payment comply with the terms of Article IX of this Exhibit B relating to timely payments. Each Party shall have the obligation to operate in accordance with Good Utility Practice (as defined below) at all times and to use due diligence to overcome and remove any cause of failure to perform. If a Party relies on the occurrence of an event of Force Majeure described above as a basis for being excused from performance of its obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of then the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of Party relying on the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall , at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. :

Appears in 2 contracts

Samples: Agreement, Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be deemed in default or otherwise liable for, nor shall such party be considered for any delay in breach or failure of this Agreement due to, any failure to perform its obligations performance under this Agreement as a result by reason of a cause beyond its control, including any act of God or a public enemy or terrorist God, fire, natural disaster, accident, riot, act of any military government, civil failure of transportation or regulatory authority communication or supplies of goods and services which by the exercise of reasonable diligence, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage said Party is unable to prevent. The happening of communications, power or other utility, labor problem, unavailability such "Force Majeure" shall extend the time of supplies, or any other cause, whether similar or dissimilar to any performance on the part of the foregoing Party hereto affected thereby, which could not to such extent as may be necessary to enable it to complete performance after the cause or causes of delay or failure have been prevented by such party with reasonable care (each removed, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event except that if performance cannot be resumed within 30 days, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Party may terminate this Agreement.

Appears in 2 contracts

Samples: Colonial Direct Financial Group Inc, Cavion Technologies Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be held liable for for any damage, nor shall such party be considered in breach of this Agreement due to disruption, any delay or failure to perform one of its obligations under this Agreement as these General Conditions of Purchase if such delay or failure to perform results directly or indirectly from a result case of force majeure - including but not limited to a cause beyond its control natural disaster (earthquake, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation storm, fire, flood, earthquake etc.), storm armed conflict (war, etc.), a labour dispute, a mandatory injunction issued by public authorities (prohibition on import, etc.), and electrical or other like event IT disruption, a disruption to transport and/or supply of raw materials or outage of communications an operating accident (machinery breakdown, power or other utility explosion, labor problem etc.) - i.e. in this case, unavailability of supplies, or any other cause, whether similar or dissimilar to for any of the foregoing aforementioned events, which an event that the impacted Party could not have been prevented by foreseen, is outside of such party with reasonable care (each Party's control, a "Force Majeure Event") and could not be overcome despite its diligence and efforts to withstand it. Within 24 hours If such event occurs, the impacted Party shall be exempted from the affected obligation only for the duration of the occurrence event in question, and all of a Force Majeure Event, the affected party its other obligations shall notify remain in force. The impacted Party shall be required to inform the other party Party in writing of the occurrence by sending either such event within five ( i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7 5) days of determining its occurrence, and to carry out the cause of obligations it was unable perform as soon as the Force Majeure Event a written explanation concerning event in question has ended. If the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period duration of such delay provided inability to act exceeds ten (10) consecutive days, either Party shall have the party is exercising diligent efforts right to overcome terminate, eight (8) days after sending a registered Letter with acknowledgement of receipt informing the cause other of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto termination.

Appears in 2 contracts

Samples: documents.swisscom.com, documents.swisscom.com

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for if the performance of the Contract is suspended, nor shall such delayed or prevented owing to an event of force majeure or an unforeseen event, by the other Party or a third party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause for reasons beyond its control, including any act of God or a public enemy or terrorist such as labour disputes, act of any military, intervention by civil or regulatory authority military authorities, change in any law or regulation natural disasters, fire, flood, earthquake, storm water damage or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any the failure of the foregoing telecommunications or electricity networks. The Party that intends to rely on such an event of force majeure must immediately inform the other Party thereof by any method, which could not have been prevented confirming said information by such party registered letter with reasonable care acknowledgement of receipt within 15 ( each fifteen) days. If, a "Force Majeure Event"). Within 24 hours owing to an event of force majeure, one of the occurrence Parties must suspend performance of a Force Majeure Event the Contract, suspension may not last more than 30 (thirty) days; otherwise, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party Party shall be extended entitled to terminate the Contract as of right without payment of compensation by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto either Party.

Appears in 2 contracts

Samples: www.screlec.fr, www.screlec.fr

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, to the other for any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including when such failure or delay shall be caused by any act of God (defined as a natural catastrophe that cannot be prevented such as, without limitation, an earthquake, tidal wave, volcanic eruption, flood or a public enemy tornado), or terrorist events that are, in each case, beyond the reasonable control and without the negligence or willful misconduct of the Party so affected such as fire, riot, invasion, act of any military terrorists, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies war, or act of any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care governmental authority (each, a an " Event of Force Majeure Event Majeure"). Within 24 hours Notwithstanding the above, in no event shall failure of the occurrence equipment (whether of Supplier or a third-party) or failure of a third- party supplier to supply necessary services or goods be deemed as an Event of Force Majeure. The Party whose performance is so affected shall provide prompt written notice to the other, shall indicate the estimated duration of such Event of Force Majeure, and shall use reasonable efforts to mitigate the effects of such Event of Force Majeure. If such Event of Force Majeure Event continues for more than thirty(30) days, Glatfelter has the affected party shall notify option, at any time thereafter during which the other party Event of the occurrence by sending either (i) an e-mail message, or (ii) a fax message Force Majeure is continuing, to the other party. In addition terminate this Agreement in its entirety, the affected party shall provide without liability to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time Supplier, except to pay for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto services already performed.

Appears in 2 contracts

Samples: www.glatfelter.com, www.glatfelter.com

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, to the other for any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including when such failure or delay shall be caused by any act of God (defined as a natural catastrophe that cannot be prevented such as, without limitation, an earthquake, tidal wave, volcanic eruption, flood or a public enemy tornado), or terrorist events that are, in each case, beyond the reasonable control and without the negligence or willful misconduct of the Party so affected such as fire, riot, invasion, act of any military terrorists, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies war, or act of any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care governmental authority (each, a an " Event of Force Majeure Event Majeure"). Within 24 hours Notwithstanding the above, in no event shall failure of the occurrence equipment (whether of Supplier or a third-party) or failure of a third-party supplier to supply necessary services or goods be deemed as an Event of Force Majeure. The Party whose performance is so affected shall provide prompt written notice to the other, shall indicate the estimated duration of such Event of Force Majeure, and shall use reasonable efforts to mitigate the effects of such Event of Force Majeure. If such Event of Force Majeure Event continues for more than thirty (30) days, Pixelle has the affected party shall notify option,at any time thereafter during which the other party Event of the occurrence by sending either (i) an e-mail message, or (ii) a fax message Force Majeure is continuing, to the other party. In addition terminate this Agreement in its entirety, the affected party shall provide without liability to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time Supplier, except to pay for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto services already performed.

Appears in 2 contracts

Samples: Purchase Order, cdn2.hubspot.net

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall Neither Party will be liable for, nor shall such party be considered for any delay in breach of this Agreement due to, any meeting or for failure to perform meet its obligations under this the Agreement as a result and/or any Task Order due to any cause outside its reasonable control including, without limitation, strikes, lockouts, Acts of a cause beyond its control God, including any act or of God or a the public enemy or terrorist enemy, act war, riot, malicious acts of any military, civil or regulatory authority, change in any law or regulation damage, fire, flood, earthquake, storm or other like event, disruption or outage acts of communications, power or other utility, labor problem, unavailability of supplies governmental authority, or any other cause, whether similar or dissimilar to any failure of the foregoing electric supply, which could or non-availability or shortages of materials outside its reasonable control and not have been prevented by such party with reasonable care owing to the fault or negligence of the Party ( each, each a "Force Majeure Event"). Within 24 hours of In the occurrence of a event either Party is prevented from meeting its obligations due to any Force Majeure Event, the affected party shall it will notify the other party Party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to circumstances and the other party. In addition, Party will grant a reasonable extension to enable the performance under the affected party shall provide to the Task Order(s) unless such other party within seven (7) days of determining reasonably believes that the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of on such extended schedule would be unsatisfactory, in which case the affected party Task Order(s) shall be extended by the period of such delay provided the party is exercising diligent efforts terminated pursuant to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Article 9 (b).

Appears in 2 contracts

Samples: Contract (Globalstar, Inc.), Contract (Globalstar, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither SCEA nor Publisher shall be liable for, nor shall such party for any loss or damage or be considered deemed to be in breach of this Agreement due to, any if its failure to perform or failure to cure any of its obligations under this Agreement as a result of a cause results from any event or circumstance beyond its reasonable ------------------- * Confidential portion omitted and filed separately with the Commission. CONFIDENTIAL control, including including, without limitation, any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation natural disaster, fire, flood, earthquake, storm earthquake or other like event Act of God; shortage of equipment, disruption materials, supplies or outage of communications, power transportation facilities; strike or other utility industrial dispute; war or rebellion; shutdown or delay in power, labor problem telephone or other essential service due to the failure of computer or communications equipment or otherwise; provided, unavailability of supplies however, or any other cause, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party written notice thereof promptly, and, in any event, within fifteen (15) business days of discovery of any such Force Majeure condition. If notice of the occurrence by sending either (i) an e-mail message existence of any Force Majeure condition is provided within such period, the time for performance or (ii) cure shall be extended for a fax message, period equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause duration of the Force Majeure Event a written explanation concerning event or circumstance described in such notice, except that any such cause shall not excuse the circumstances that caused the payment of any sums owed to SCEA prior to, during or after any such Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay condition. In the event of equipment breakdown or failure beyond its control that the Force Majeure condition continues for more than sixty (60) days, FRAC shall, at no additional expense SCEA may terminate this Agreement for cause by providing written notice to FMR Co or FIMM, take reasonable steps Publisher to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto such effect.

Appears in 2 contracts

Samples: 3do Co, 3do Co

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither SCEA nor Publisher shall be liable for, nor shall such party for any loss or damage or be considered deemed to be in breach of this Agreement due to, any if its failure to perform or failure to cure any of its obligations under this Agreement as a result of a cause results from any event or circumstance beyond its reasonable control, including including, without limitation, any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation natural disaster, fire, flood, earthquake, storm earthquake or other like event act of God; shortage of equipment, disruption materials, supplies or outage of communications, power transportation facilities; strike or other utility industrial dispute; war or rebellion; shutdown or delay in power, labor problem telephone or other essential service due to the failure of computer or communications equipment or otherwise; provided, unavailability of supplies however, or any other cause, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party written notice thereof promptly, and, in any event, within fifteen (15) business days of discovery of any such Force Majeure condition. If notice of the occurrence by sending either (i) an e-mail message existence of any Force Majeure condition is provided within such period, the time for performance or (ii) cure shall be extended for a fax message, period equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause duration of the Force Majeure Event a written explanation concerning event or circumstance described in such notice, except that any such cause shall not excuse the circumstances that caused the payment of any sums owed to SCEA prior to, during or after any such Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay condition. In the event of equipment breakdown or failure beyond its control that the Force Majeure condition continues for more than sixty (60) days, FRAC shall, at no additional expense SCEA may terminate this Agreement for cause by providing written notice to FMR Co or FIMM, take reasonable steps Publisher to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto such effect.

Appears in 2 contracts

Samples: THQ Inc, Driftwood Ventures, Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered held responsible for delay or failure in breach performance of any part of this Agreement due to to the extent such delay or failure is caused by occurrences beyond the reasonable control of a party, any including without limitation, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, inability to secure material or transportation facilities, act or omission of carriers or other causes beyond Suppliers’ or Buyer’s control (each, a “Force Majeure Condition”). Each party shall, with the cooperation of the other, exercise all reasonable efforts to mitigate the extent of a delay or failure resulting from a Force Majeure Condition. In addition, the party claiming a Force Majeure Condition shall give notice to the other party of (i) the cessation of the Force Majeure Condition and (ii) the cessation of the effects of such event on the ability of such party to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto immediately upon becoming aware thereof.

Appears in 2 contracts

Samples: Service Agreement (Platinum Energy Solutions, Inc.), Service Agreement (Platinum Energy Solutions, Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered for any delay in breach of this Agreement due to, any performing or for failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act if such delay or failure resulted from acts of God or a public enemy other occurrences beyond its reasonable control and without its fault or terrorist negligence. Such acts or occurrences shall include, act of any military but are not limited, civil or regulatory authority to earthquakes, change in any law or regulation floods, fire, flood, earthquake, storm or other like event, disruption or outage of communications fires, power failures, communications failures, epidemics, strikes, lockouts, war, component shortage, terrorist activity or other utility government regulation which occur after the Effective Date (each an “Event of Force, labor problem Majeure”). If an Event of Force Majeure occurs, unavailability of supplies, or any other cause, whether similar or dissimilar to any the date(s) for performance of the foregoing obligation affected shall be postponed to the extent necessary by the Event of Force Majeure, which could not have been prevented by such party with reasonable care (each, a " provided that if any Event of Force Majeure Event"). Within 24 hours of the occurrence of continues for a Force Majeure Event period exceeding three (3) months, the affected either party shall notify have the other party right to terminate this Agreement upon delivery of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, written notice to the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.the other party. In addition, the affected Each party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent use commercially reasonable efforts to overcome minimize the cause effects of such delay. In the event any Event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Force Majeure.

Appears in 2 contracts

Samples: Exclusive Supply Agreement (Osmotica Pharmaceuticals LTD), Exclusive Supply Agreement (Osmotica Pharmaceuticals PLC)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, for any failure to perform its obligations or delay in performance under this Agreement as a result which is due in whole or in part directly or indirectly to any cause of a cause any nature beyond its control the reasonable control of such party, including including, without in any way limiting the generality of the foregoing, fire, explosion. earthquake, storm, flood, strike, lockout, labor difficulties, war, insurrection, riot, act of God or the public enemy, or any law, act, order, export or import control regulations, actions by a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation proclamation, fire, flood, earthquake, storm or other like event, disruption or outage decree of communications, power or other utility, labor problem, unavailability a court of supplies, or any other competent jurisdiction (not arising out of breach of such party of this Agreement). In the event of a happening of such a cause, whether similar or dissimilar the party invoking the Force Majeure shall not be liable to any the other thereof and the time for performance of such obligation shall be extended for a period equal to the duration of the foregoing contingency which occasioned the delay, which could not have been prevented by interruption or prevention. The party invoking such party with reasonable care (each, a " Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party within a period of thirty (30) days, stating 16 the occurrence by sending either (i) an e-mail message period of time the same is expected to continue, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of unless the Force Majeure Event a written explanation concerning renders such notification impossible in which case notification will be made as soon as possible. If the circumstances that caused delay from the Force Majeure Event exceeds six (6) months, both parties shall consult each other to find an appropriate solution. The time for performance required No event of Force Majeure may be invoked to delay any payments under Article 6. provided that all of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts Products have been delivered to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Unimed.

Appears in 2 contracts

Samples: Unimed Pharmaceuticals Inc, Unimed Pharmaceuticals Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party deemed to be considered in breach default of this Agreement due to, any failure to perform its obligations hereunder for any delay or failure in performance under this Agreement as a result or other interruption of a cause beyond its control service resulting, including any act directly or indirectly, from acts of God God, civil or a public enemy or terrorist military authority, act of any military war, civil accidents, natural disasters or regulatory authority catastrophes, change in any law or regulation strikes, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, work stoppages or any other cause, whether similar or dissimilar to any cause beyond the reasonable control of the foregoing party affected thereby. However, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected each party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, utilize it best good faith efforts to perform such obligations to the other party. In addition, the affected party shall provide extent of its ability to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In do so in the event of equipment breakdown any such occurrence or circumstances. If a single force majeure condition causes a delay or failure beyond its control in performance under this Agreement or other interruption of service exceeding ninety (90) days, FRAC shall, at no additional expense the nonaffected party may terminate subject to FMR Co or FIMM, take reasonable steps the requirements of Section 7.5 above by providing a Termination Notice to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto the affected party.

Appears in 2 contracts

Samples: Confidentiality Agreements (Healthgate Data Corp), Confidentiality Agreements (Healthgate Data Corp)

Force Majeure. Except with respect Neither party shall be liable to payment obligations under this Agreement, the other and no party shall be liable for, nor shall such party be considered deemed in breach of this Agreement due to, default hereunder for any failure of or delay in the performance of any of its covenants, agreements or obligations (other than the payment of amounts due hereunder, subject to perform its obligations under this Agreement as a result Sections 3.3 and 3.4), caused by or arising out of any of the following conditions of force majeure: disaster, labor disturbances, shortage of labor or equipment beyond the reasonable control of such party, strikes, lockouts, other industrial disturbances, acts of God, acts of a cause beyond its control public enemy, including any act of God or a public enemy or terrorist war, act of any military blockade, civil or regulatory authority riot, change in insurrection, lightning, fire, storm, flood, inclement weather, explosion, the need to comply with any law or regulation any rule, fire order, flood regulation or direction of any government, earthquake including state and local governments, storm having jurisdiction over either party, or of any department, agency, commission, bureau, court or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies instrumentality thereof, or of any other cause civil or military authority, or on account of any eventualities or conditions, whether similar enumerated or dissimilar to any not, beyond the reasonable control of such party; 'provided, however, that a loss or Interruption of the foregoing Transponder or a Substitute Transponder shall be governed by Sections 1.3, which could not have been prevented by such party with reasonable care (each, 2.3 and 3.3 and a "Force Majeure Event"). Within 24 hours disruption of the occurrence Turnaround Service shall be governed by Sections 3.4 and 4.1. The party affected by any condition of a Force Majeure Event, the affected party force majeure as described in this Article shall promptly notify the other party in writing and hereby agrees to use reasonable diligence to remove any such condition of the occurrence by sending either (i) an e-mail message, or (ii) force majeure as may occur from time to time. No right of a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended affected for failure or delay of that party to meet any condition of this Agreement where such failure or delay is caused by a condition of force majeure as defined herein, and such party shall be excused from. performance of any obligation affected by such condition of force majeure during the period of such delay provided the party is exercising diligent efforts required to overcome the cause delay; and the time limits provided in this Agreement to meet any condition affected by force majeure shall be deemed and treated as extended for a period commensurate with the delay caused by force majeure; provided, however, nothing contained herein shall extend the Term or require the settlement of strikes, lockouts, or other labor difficulties by the party affected contrary to its wishes, and the disposition or manner of handling or remedying any and all such delay. In labor difficulties is hereby expressly acknowledged to be entirely within the event discretion of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto the party concerned.

Appears in 2 contracts

Samples: Nd Agreement (Jones International Networks LTD), Nd Agreement (Jones International Networks LTD)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, to the other for any failure to perform its obligations or any delay in performance under this Agreement as a result of a cause if such failure or delay arises from any act beyond its the party’s control, including any act such asnatural disasters or other acts of God God, wars, fires, riots, strikes, lockouts, labor disputes, accidents, malicious damage caused by a third party to technology deployed or a public enemy used by Rehmann, or terrorist the breakdown, act failure or malfunction of any military telecommunications, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm computer or other like event electrical, disruption mechanical or outage of communications, power technological service or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care system ( each, a " Force Majeure Event " ). Within 24 hours of the occurrence of a Force Majeure Event, the affected A party shall notify give prompt written notice to the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the any Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party and shall be extended by the period of work diligently to resolve such delay provided the party is exercising diligent efforts to overcome the cause of such delay event. In the event of equipment breakdown or failure beyond its control a Force Majeure Event continues for more than sixty (60) days, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but either party shall have no liability with respect thereto the right to terminate this Agreement for convenience. Notwithstanding the foregoing, Customer’s payment obligations may only be delayed and not excused in theirentirety.

Appears in 2 contracts

Samples: Service Agreement, Service Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, have any liability for the failure to perform or a delay in performing any of its obligations under this Agreement as a if such failure or delay is the result of any legal restriction, labor dispute, strike, boycott (other than labor disputes, strikes or boycott’s directly involving a cause beyond its control party’s employees), including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation flood, fire, flood public emergency, earthquake revolution, storm or other like event insurrection, disruption or outage riot, was, unavoidable mechanical failure, interruption in the supply of communications, electrical power or other utility, labor problem, unavailability of supplies, or any other cause cause beyond the control of any party acting in a reasonable business-like manner, whether similar or dissimilar to any of the causes enumerated above. Notwithstanding the foregoing, which could not have been prevented by such in the event either party with reasonable care (each, is unable to perform as a "Force Majeure Event"). Within 24 hours result of one of the occurrence above-described circumstances for a period of a Force Majeure Event one hundred and eighty (180) days, the affected party shall notify the other party of shall have the occurrence by sending either (i) an e-mail message, or (ii) a fax message, right to terminate this Agreement with respect to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Travel Center(s).

Appears in 2 contracts

Samples: Installation Agreement (Idleaire Technologies Corp), Installation Agreement (Idleaire Technologies Corp)

Force Majeure. Except with respect to payment obligations under this Agreement, no Neither party shall will be liable for, nor shall such party be considered deemed in breach default of this Agreement due to, any failure to perform the extent that performance of its obligations under this Agreement as a result (other than payment obligations) or attempts to cure any breach are delayed or prevented by reason of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation God, fire, flood natural disaster, earthquake accident, storm riots, acts of government, acts of war or other like event terrorism, disruption shortage of materials or outage supplies, failure of communications, power transportation or other utility, labor problem, unavailability communications or of supplies suppliers of goods or services, or any other cause, whether similar or dissimilar to any cause beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care Party ( each, a " Force Majeure Event " ). Within 24 hours of the occurrence of If a Force Majeure Event Event occurs, the affected party shall notify delayed will promptly give notice to the other party. Such other party of the occurrence by sending either may elect to: (i) an e-mail message suspend performance and extend the time for performance for the duration of the Force Majeure Event, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause cancel all or any part of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required unperformed part of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto this Agreement.

Appears in 2 contracts

Samples: Development Agreement (LOCAL.COM), Distribution Agreement (LOCAL.COM)

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither the SCE Company nor Publisher shall be liable for, nor shall such party for any loss or damage or be considered deemed to be in breach of this Agreement due to, any if its failure to perform or failure to cure any of its obligations under this Agreement as a result of a cause results from any event or circumstance beyond its reasonable control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation natural disaster, fire, flood, earthquake, storm earthquake or other like event Act of God; shortage of equipment, disruption materials, supplies or outage of communications, power transportation facilities; strike or other utility industrial dispute; war or rebellion; shutdown or delay in power, labor problem telephone or other essential service due to the failure of computer or communications equipment or otherwise; provided, unavailability of supplies however, or any other cause, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party written notice thereof promptly, and, in any event, within fifteen (15) business days of discovery of any such Force Majeure condition. If notice of the occurrence by sending either (i) an e-mail message existence of any Force Majeure condition is provided within such period, the time for performance or (ii) cure shall be extended for a fax message, period equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause duration of the Force Majeure Event a written explanation concerning event or circumstance described in such notice, except that any such cause shall not excuse the circumstances that caused payment of any sums owed to the SCE Company prior to, during or after the occurrence of any such Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay condition. In the event of equipment breakdown or failure beyond its control that the Force Majeure condition continues for more than 60 days, FRAC shall, at no additional expense the SCE Company may terminate this Agreement for cause by providing written notice to FMR Co or FIMM, take reasonable steps Publisher to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. such effect. Sony Computer Entertainment America PLAYSTATION 3 GLPA

Appears in 2 contracts

Samples: Electronic Arts Inc., Electronic Arts Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party Neither the SCE Company nor Publisher shall be liable for, nor shall such party for any loss or damage or be considered deemed to be in breach of this Agreement due to, any if its failure to perform or failure to cure any of its obligations under this Agreement as a result of a cause results from any event or circumstance beyond its reasonable control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation natural disaster, fire, flood, earthquake, storm earthquake or other like event Act of God; shortage of equipment, disruption materials, supplies or outage of communications, power transportation facilities; strike or other utility industrial dispute; war or rebellion; shutdown or delay in power, labor problem telephone or other essential service due to the failure of computer or communications equipment or otherwise; provided, unavailability of supplies however, or any other cause, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party written notice thereof promptly, and, in any event, within fifteen (15) business days of discovery of any such Force Majeure condition. If notice of the occurrence by sending either (i) an e-mail message existence of any Force Majeure condition is provided within such period, the time for performance or (ii) cure shall be extended for a fax message, period equal to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause duration of the Force Majeure Event a written explanation concerning event or circumstance described in such notice, except that any such cause shall not excuse the circumstances that caused payment of any sums owed to the SCE Company prior to, during or after the occurrence of any such Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay condition. In the event of equipment breakdown or failure beyond its control that the Force Majeure condition continues for more than 60 days, FRAC shall, at no additional expense the SCE Company may terminate this Agreement for cause by providing written notice to FMR Co or FIMM, take reasonable steps Publisher to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. such effect. Sony Computer Entertainment Europe GLPA

Appears in 2 contracts

Samples: Electronic Arts Inc., Electronic Arts Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party No Party hereto shall be responsible or liable for, nor shall such party be considered in breach of this Agreement due to, to the other Party hereto for any failure to perform any of its agreements, covenants or obligations under this Agreement as a result if such failure results from events or circumstances reasonably beyond the control of a cause beyond its control such Party including, including without limitation, war or other national emergency; riot; fire, explosion, good or other Act of God; general and long lasting strike affecting the entire activity of either party, any act of God injunction, decree, order, law or a public enemy or terrorist, act regulation of any military, civil or regulatory public authority , change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, ; or any other cause inability to obtain electricity, whether similar fuel or dissimilar to any raw material (collectively, "Events of the foregoing, which could not have been prevented by such party with reasonable care (each, a " Force Majeure Event Majeure"). Within 24 hours The affected party shall (i) forthwith inform the other party in writing of the occurrence of a the Event of Force Majeure Event and (ii) exert all best efforts to eliminate, cure or overcome any such Event of Force Majeure and to resume performance hereunder with all possible speed; provided, however, that nothing herein shall require the party to settle on terms unsatisfactory to such party any strike. To the extent that an Event of Force Majeure continues for a period in [***], the affected party shall notify the other party of the occurrence by sending parties agree to negotiate in good faith either (i) an e-mail message to resolve the Event of Force Majeure, or if possible, (ii) a fax message to extend the time period to resolve, eliminate or overcome such Event or (iii) to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto terminate this Agreement.

Appears in 2 contracts

Samples: Manufacturing and Supply Agreement (Drugabuse Sciences Inc), Manufacturing and Supply Agreement (Drugabuse Sciences Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no party No Party shall be liable for, nor shall such party be considered deemed in breach default of this Agreement due to to the extent that performance of its respective obligations or attempts to cure any breach are delayed or prevented by reason of any Act of God, any failure to perform its obligations under this Agreement as a result of a cause beyond its control fire, including any act of God or a public enemy or terrorist natural disaster, accident, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies government, or any other cause cause beyond the reasonable control of such Party; provided, whether similar or dissimilar to any of that the foregoing, which could not have been prevented by such party Party interfered with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify gives the other party of the occurrence by sending either Party written notice thereof within ten ( i 10) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) working days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of any such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto occurrence.

Appears in 2 contracts

Samples: Software License Agreement (Red Mile Entertainment Inc), Software License Agreement (Edmonds 1 Inc.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party No Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, to the other for any failure to perform any of its obligations obligation under this Agreement as a result of a cause beyond its control Second A&R Agreement, including any act failure or delay by Tradeweb to provide Licensed Data to GRC, resulting from any event or condition beyond the reasonable control of God or a public enemy or terrorist such Party, act including acts of any military, civil or regulatory authority, change in any law or regulation God, fire, flood labor or trade disturbance, earthquake war, storm civil commotion, compliance in good faith with any Law, any failure or delay of the internet, satellite, cable, supply of third party data, broadcast or telecommunications equipment or service, and unavailability of materials, or other like event, disruption event or outage condition outside the control of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, such Party whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care foregoing ( each, a " Force Majeure Event " ). Within 24 hours Any Party that is unable to perform an obligation under this Second A&R Agreement due to a Force Majeure Event shall give prompt notice to the other Parties of the occurrence occurrence, nature and anticipated duration of a such Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) including a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required gives rise to any suspension of the affected party provision of Licensed Data, and the Parties shall be extended by the period cooperate with each other to find alternative means and methods to perform such obligation, including to enable delivery to GRC of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto any suspended Licensed Data.

Appears in 2 contracts

Samples: Tradeweb Markets Inc., Tradeweb Markets Inc.

Force Majeure. Except with respect to payment obligations under this Agreement, no party No Party shall be responsible or liable for, nor shall such party be considered to the others for failure or delay in breach its performance of this Alliance Agreement due to to war, fire, accident or other casualty, or any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any labor disturbance or act of God or a the public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies enemy, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by contingency beyond such party with Party's reasonable care control ( each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, in the affected party shall provide to the other party within seven (7) days of determining the cause event of the applicability of this Section 9.2, the Party affected by such Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period use all commercially reasonable efforts to eliminate, cure and overcome any of such delay provided the party is exercising diligent efforts to overcome the cause causes and resume performance of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto obligations.

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Rollins Truck Leasing Corp), Strategic Alliance Agreement (Rollins Truck Leasing Corp)

Force Majeure. Except with respect to payment obligations under this Agreement, no party No Party shall be liable for, nor shall such party be considered in breach of this Agreement due to, responsible to the other Party for any failure to perform or delay in performing any of its obligations under this Agreement as a result (including any POs issued hereunder) or for other nonperformance hereunder (excluding, in each case, the obligation to make payments when due) to the extent such delay or nonperformance is caused by an event that is objectively outside of a cause beyond its control the reasonable control of the impacted Party, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm hurricane, act of God, war, act of terrorism, prolonged and unforeseeable unavailability of power or other like raw materials or supply, act or failure of the government of any country or of any local government. In such event, disruption or outage such affected Party shall use commercially reasonable efforts to resume performance of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any its obligations as soon as possible and minimize the impact of the foregoing force majeure event, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify and will keep the other party Party informed of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect actions related thereto.

Appears in 2 contracts

Samples: Development Agreement (BAKER HUGHES a GE Co LLC), Development Agreement (Baker Hughes a GE Co)

Force Majeure. Except with respect None of the parties to payment obligations under this Agreement, no party Agreement shall be liable for, nor responsible for or shall such party be considered in breach suffer any penalty or termination of this Agreement due to, any failure to perform its obligations rights under this Agreement as a result of a cause beyond its control, including for any act of God breach or a public enemy or terrorist, act delay in performance of any military of its obligations described herein, civil if such breach or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented delay is caused by such party with reasonable care (each, a " Force Majeure Event ") . Within 24 hours Each party shall promptly notify the other in writing of the occurrence of a any Force Majeure Event, the expected length of the same, and its anticipated effect on the affected party and shall notify use reasonable efforts to overcome such event, except that in no event shall the parties be obligated to afront a labor dispute. Any of the parties may terminate this Agreement without penalty in the event that a Force Majeure Event impedes the compliance with its obligations or the obligations of the other party for a period of the occurrence by sending either thirty ( i 30) an e-mail message, consecutive days or (ii) a fax message, to the other party more. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the A Force Majeure Event means any act beyond a written explanation concerning party's reasonable control, including, without limitation, an act of God, an inevitable accident, a fatal failure in the circumstances that caused satellites used by either party (to the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of extent such delay provided the party is exercising diligent efforts to overcome the cause not using other satellites that may permit continuing with this Agreement), a fire, an earthquake, a lockout, a strike or other major labor dispute, a riot or civil commotion or an act of any government or governmental instrumentality (whether federal, state or local) directly affecting such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto party's performance under this Agreement.

Appears in 2 contracts

Samples: Licensing Agreement (Innova S De Rl), Licensing Agreement (Innova S De Rl)

Force Majeure. Except Subject to the limitations set forth below and except with respect to any payment obligations under this Agreement of Subscriber, no neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, held responsible for any failure to perform its obligations under this Agreement as a result of a cause beyond its control delay or default, including any damages arising therefrom, due to any act of God or a public enemy or terrorist God, act of any military, civil governmental entity or regulatory military authority, change in any law or regulation explosion, fire epidemic casualty, flood, earthquake riot or civil disturbance, storm or other like event war, disruption or outage of communications, power or other utility, labor problem sabotage, unavailability of supplies or interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other cause, whether similar or dissimilar to any event that is beyond the reasonable control of the foregoing, which could not have been prevented by such party with reasonable care (each, a " Force Majeure Event " ). Within 24 hours of the The occurrence of a Force Majeure Event, Event shall not excuse the affected performance by a party shall notify unless that party promptly notifies the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent and promptly uses its best efforts to overcome provide substitute performance or otherwise mitigate the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto force majeure condition.

Appears in 2 contracts

Samples: Subscription Agreement, Online Subscription Agreement

Force Majeure. Except with respect To the extent that either Party to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure is temporarily unable to perform its obligations under this Agreement as a result of a cause hereunder, in whole or in part, due to causes beyond its such Party’s reasonable control, including any act including, but not limited to, acts of God or a public enemy or terrorist God, act acts of any military war, acts of terrorism, civil or regulatory authority disturbance, change in any law or regulation governmental action, strikes, fire, flood, earthquake typhoon, storm peril or accident at sea, inability to secure materials and transportation or facilities, walkouts or lock-outs or other like event, disruption or outage labor disputes beyond the reasonable control of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care Party (each, a " Force Majeure Event " ) , the time for performing such Party’s obligations will be extended until such time (a) as the Force Majeure Event has been resolved or otherwise mitigated or eliminated, or (b) as mutually agreed by the Parties, and in case of either (a) or (b), so as not to materially impede or prevent performance of such Party’s obligations; provided, however, that the Party claiming the benefit of this provision shall provide to the other Party prompt written notice and reasonable evidence of the occurrence of such Force Majeure Event, and shall cooperate with the other Party in taking all such commercially reasonable actions as may be necessary or appropriate to mitigate, avoid or lessen the adverse effects of such Force Majeure Event, as it may relate to the performance of each Party’s respective obligations hereunder. Within 24 hours In no event shall a Party’s inability to pay any sums due hereunder or otherwise perform any of its financial obligations hereunder be independently deemed to be a Force Majeure Event. Until such Force Majeure Event is so resolved, mitigated or eliminated, or until expiration of the time period mutually agreed by the Parties, the Party so unable to perform its obligations shall not be deemed to be in default under or in breach of this Agreement; further provided that the Parties shall in any event be required to perform all other obligations hereunder which are reasonably capable of being performed during the continuance of such Force Majeure Event. In the event that the Parties do not agree upon the occurrence of a Force Majeure Event, then the affected party matter shall notify be submitted to arbitration pursuant to the other party provisions of Section 4.2 hereof. Subject to the foregoing, a Force Majeure Event may also include (a) the occurrence by sending either of any pandemic, epidemic or prevalent disease or illness with an actual or probable threat to human life, including, without limitation, atypical pneumonia or Severe Acute Respiratory Syndrome ( i) an e-mail message SARS), or avian influenza, or ( ii b) a fax message adherence to any travel restriction, to warning or advisory issued in relation thereto by the other party. In addition Government of the United States, the affected party shall provide World Health Organization (WHO) or the U.S. Centers for Disease Control (CDC), or (c) any quarantine or similar measure taken in relation thereto by any governmental authority to prevent the other party within seven spread of any communicable disease, or ( 7 d) days any unavailability of determining the cause any resources or services resulting directly from any of the Force Majeure Event foregoing, or (e) impossibility to deliver product(s) due to export/import restriction derived from a written explanation concerning governmental regulation that would make the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay export/import act illegal. In the event of equipment breakdown that a Force Majeure Event continues for three (3) months or failure beyond its control longer, FRAC shall either Party may terminate and cancel any and all outstanding Orders, at no additional expense regardless as to FMR Co or FIMM whether accepted by manufacturing Party, take reasonable steps by written notice to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto the other Party.

Appears in 2 contracts

Samples: Supply Agreement (Cytori Therapeutics, Inc.), Supply Agreement (Cytori Therapeutics, Inc.)

Force Majeure. Except with respect to payment obligations (a) Any failure or omission by a Party in the performance of any obligation under this Agreement, no party Agreement shall not be liable for, nor shall such party be considered in deemed a breach of this Agreement due or create any liability, if the same arises from any cause or causes beyond the control of such Party, including, but not limited to, any failure to perform its obligations under the following, which, for purposes of this Agreement shall be regarded as a result beyond the control of a cause beyond its control, including any act each of God or a public enemy or terrorist, act the Parties hereto: acts of any military, civil or regulatory authority, change in any law or regulation God, fire , storm, flood, earthquake, storm governmental regulation or other like event direction, disruption acts of the public enemy, war, rebellion, insurrection, riot, invasion, strike or outage of communications lockout (each a “Force Majeure”); provided, power or other utility however, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of that such Party shall resume the performance whenever such causes are removed. (b) Notwithstanding the foregoing, which could if a Party cannot have been prevented by such party with reasonable care perform any Shared Service under this Agreement for a period of forty-five ( each, a "Force Majeure Event"). Within 24 hours of the occurrence of 45) days due to a Force Majeure Event Majeure, the affected party shall notify either Party may suspend its obligations regarding such Shared Service by providing written notice to the other party of Party; provided, however, that if the occurrence by sending either (i) an e-mail message suspending Party is Consulting, or (ii) a fax message it shall, to the other party extent practicable, (A) provide KPMG a transition period to eliminate or mitigate any Termination Costs incurred or to be incurred by KPMG from the termination of Shared Services hereunder as a result of KPMG’s investment in and development of a shared infrastructure and national support capabilities and (B) reimburse KPMG for any Termination Costs which have not been eliminated. In addition Upon notice of suspension of a Shared Service pursuant to Section 9.10, the affected party KPMG shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent use its good faith efforts to overcome the cause of such delay. In the event of equipment breakdown eliminate or failure beyond mitigate its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Termination Costs as soon as practicable.

Appears in 1 contract

Samples: Transition Services Agreement (KPMG Consulting Inc)

Force Majeure. Except with respect 1. No Party to payment obligations under this Agreement, no party Agreement shall be liable for, nor shall such party be considered in breach of this Agreement due to, for any failure to perform its or delay in performing their obligations under this Agreement as a result where such failure or delay results from any cause that is beyond the reasonable control of a cause beyond its control that Party. Such causes include, including any act of God or a public enemy or terrorist but are not limited to: power failure, act of any military internet service provider failure, industrial action, civil or regulatory authority, change in any law or regulation unrest, fire, flood, earthquake storms, storm or other like event earthquakes, disruption or outage acts of communications terrorism, power or other utility acts of war, labor problem, unavailability of supplies, governmental action or any other cause, whether similar or dissimilar to any event that is beyond the control of the foregoing, which could Party in question. 2. In the event that a Party to this Agreement cannot have been prevented by such party with reasonable care (each, perform their obligations hereunder as a "Force Majeure Event"). Within 24 hours result of the occurrence force majeure for a continuous period of a Force Majeure Event 5 business days, the affected party shall notify other Party may at its discretion terminate this Agreement by written notice at the other party end of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay period. In the event of equipment breakdown or failure beyond its control such termination, FRAC shall, at no additional expense the Parties shall agree upon a fair and reasonable payment for all work completed up to FMR Co or FIMM, the date of termination. Such payment shall take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

Appears in 1 contract

Samples: Agreement

Force Majeure. Except with respect to payment obligations under this Agreement, no party 17.1 Effects of Force Majeure. Neither Party shall be held liable for, nor shall such party be considered ------------------------ or responsible for failure or delay in breach fulfilling or performing any of this Agreement due to, any failure to perform its obligations under this Agreement as a result in case such failure or delay is due to any condition beyond the reasonable control of a cause beyond its control the affected Party including, including any act without limitation, Acts of God God, strikes or a public enemy or terrorist other labor disputes, act of any military war, civil or regulatory authority riot, change in any law or regulation earthquake, fire, civil disorder, explosion, accident, flood, earthquake sabotage, storm lack of or other like event inability to obtain adequate fuel, disruption power, materials, labor, containers, transportation, supplies or outage of communications equipment, power compliance with governmental requests, laws, rules, regulations, orders or other utility actions, labor problem, unavailability of supplies national defense requirements, or any other cause supplier strike, whether similar lockout or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care injunction ( each, a "Force Majeure Event"). Within 24 hours Such excuse shall ------------------- continue as long as the Force Majeure Event continues, except that Customer will have the right to (i) terminate the Agreement without further obligation in the event that Catalytica is not able to supply Customer with Product for a continuous period of six (6) months and (ii) seek an alternate supplier of the occurrence Product during the continuation of, and only during the continuation of, such a Force Majeure Event unless Customer can only secure an alternate supplier for a time period in excess of the Force Majeure Event period, in which case Customer will resume its exclusive supply relationship with Catalytica at the end of such period and extend the term of this Agreement by a maximum of six (6) months. A breakage or failure of machinery not arising as a result of Catalytica's failure to properly maintain such equipment in accordance with this Agreement shall also be considered a Force Majeure Event; [* *]. 17.2 Notice of Force Majeure Event. In the event either Party is ----------------------------- delayed or rendered unable to perform due to a Force Majeure Event, the affected party Party shall notify the other party give notice of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, same and its expected duration to the other party. In addition, Party promptly after the affected party shall provide to the other party within seven (7) days occurrence of determining the cause relied upon, and upon the giving of such notice the obligations of the Party giving the notice will be suspended during the continuance of the Force Majeure Event a written explanation concerning the circumstances that caused Event; provided, however, such Party shall take commercially reasonable steps to remedy the Force Majeure Event Event with all reasonable dispatch. The time for performance required requirement that Force Majeure Event be remedied with all reasonable dispatch shall not require the settlement of strikes or labor controversies by acceding to the demands of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto opposing party.

Appears in 1 contract

Samples: Supply Agreement (Pozen Inc /Nc)

Force Majeure. Except with respect 19.1 Definition. As used in this Agreement, the term "Force Majeure" means any cause that is beyond the reasonable control of the Party affected which, despite the affected Party's exercise of Due Diligence to payment prevent or overcome, prevents the performance by such affected Party of its obligations under this Agreement . Subject to the foregoing, no party "Force Majeure" shall be liable for include sabotage, nor shall strikes or other labor difficulties, riots, civil disturbances, acts of God, wars, acts of public enemies, epidemics, drought, earthquake, flood, explosion, fire, lightning, landslides, or similar cataclysmic event, breakage or accident to machinery or equipment, order, regulation, or restriction imposed by governmental military or lawfully established civil authorities, the occurrence of an event described in the first sentence of Article 2.4 (provided that the Party asserting Force Majeure based on such party be considered in breach of this Agreement due to, any failure to perform occurrence complies with its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies Article 2.4), or any other cause, whether similar or dissimilar to any of the foregoing kind enumerated herein or otherwise. A Force Majeure event does not include : (a) economic hardship of or loss of markets by a Party; (b) the unavailability of transmission or distribution capability, which could not have been prevented by unless the Party claiming Force Majeure has contracted for firm transmission and such party with reasonable care (each, unavailability is the result of a " force majeure" event or "uncontrollable force" or a similar term as defined under the applicable transmission tariff; (c) events resulting from, or attributable to, normal wear and tear experienced in power generation, interconnection, and transmission materials and equipment; and (d) events attributable to negligence or willful misconduct, failure to comply with any Applicable Laws and Regulations, any default under this Agreement, or any failure to act in accordance with Good Utility Practice in each case by the Party claiming Force Majeure. -------------------------------------------------------------------------------- Interconnection Agreement between -44- EXECUTION VERSION El Paso Electric Company and Public Service Company of New Mexico 19.2 Performance Excused. If any Party is rendered wholly or partially unable to perform under this Agreement because of a Force Majeure Event"). Within 24 hours event, such Party shall be excused from such obligations to the extent that the occurrence of the Force Majeure event prevents such Party's performance and such Party shall not be liable for any resulting damages, provided that: (a) the non-performing Party provides the other Party with prompt verbal notice of the occurrence of a the Force Majeure Event event, and provides written notice describing in reasonable detail the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause nature of the Force Majeure Event a written explanation concerning the circumstances that caused event within three (3) Business Days of the Force Majeure Event. The time for event; (b) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure event; (c) the non-performing Party uses Due Diligence to remedy its inability to perform; and (d) as soon as the non-performing Party is able to resume performance of its obligations excused as a result of the affected party occurrence, it gives prompt written notification thereof to the other Party. 19.3 Labor Issues. No Party shall be extended by required to settle a strike or other labor dispute affecting its operations. 19.4 Payment Not Excused. Nothing in this Article XIX shall excuse any Party from making payments due pursuant to the terms and conditions of this Agreement for the period prior to the occurrence of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Force Majeure event.

Appears in 1 contract

Samples: El Paso Electric Co /Tx/

Force Majeure. Except with respect 2.8.1 Neither Party to payment obligations under this Agreement, no party Subcontract Agreement shall be liable for, nor shall such party to the other for any loss or damage which may be considered in breach of this Agreement suffered by the other due to, to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, the first Party's reasonable control ("force majeure") including without limitation any act of God God, inclement weather, failure or a public enemy or terrorist, act shortage of any military, civil or regulatory authority, change in any law or regulation, fire power supplies, flood, earthquake drought, storm lightning or fire, strike, lock-out, trade dispute or labor disturbance (other than within the first Party's organization or any Associated Company of that Party), the act or omission of Government, highways authorities, public telecommunications operators (including for the avoidance of doubt the first Party or an Associated Company of that Party) or other like event competent authority, disruption or outage of communications war, power or other utility, labor problem, unavailability of supplies military operations, or any riot. The Party seeking to rely on force majeure shall as a condition precedent to the availability of this defense give full particulars in writing to the other cause, whether similar or dissimilar to any Party of the foregoing, which could not have been prevented by such party with reasonable care facts or circumstances giving rise to force majeure within ( each, a "Force Majeure Event"). Within 24 hours 3) Working Days of the occurrence and thereafter in respect of a Force Majeure Event, successive occurrences and shall further demonstrate that it has and is taking all reasonable measures to mitigate the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party events complained of. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. 2.8.2 In the event that force majeure shall continue for a period in excess of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto six (6) months either Party may give notice of immediate termination.

Appears in 1 contract

Samples: Subcontract Agreement (Imageware Software Inc)

Force Majeure. Except with respect to payment obligations under this Agreement, no party 20.1Neither Party shall be liable for for any damage, nor shall such party be considered loss, cost or expense arising out of or in connection with any breach of this Agreement to the extent such breach is due to to force majeure.20.2In this Section, force majeure shall mean any failure to perform its obligations under this Agreement as a result and all circumstances beyond the reasonable control of a cause beyond its control the Party concerned, including any act including, without limitation, acts of God (such as earthquake, flood, storm or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation lightning), fire, flood explosion, earthquake war, storm terrorism, riot, civil disturbance, sabotage, accident, epidemic, strike, lockout, slowdown, labour disturbances, lack of or failure of transportation, breakdown of plant or essential equipment or machinery, emergency repair or maintenance, breakdown of public utilities, etc.20.3The Party invoking force majeure shall inform the other like Party thereof as soon as possible. The Parties shall consult each other in order to minimize the other Party’s damage and costs and all other negative effects of the force majeure event on the performance of the Party invoking force majeure. 20.4Notwithstanding anything to the contrary, Customer may cancel without penalty (and shall have no obligation to pay any amounts attributable to the minimum commitment (set forth in Section 3.1) or firm purchase orders applicable to any period following the date of the force majeure event , disruption or outage ) (a) any and all purchase orders in the event DSM is unable to fulfil an outstanding purchase order within ** of communications, power or other utility, labor problem, unavailability its scheduled delivery date due to a force majeure event and/or (b) this Agreement if the force majeure event affects DSM’s ability to perform pursuant to this Agreement for more than an aggregate of supplies, ** in any single calendar year or any other cause consecutive period of **. Provided that this Agreement has not been terminated in accordance with 20.4(b) hereof, whether similar or dissimilar to any upon cessation of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event force majeure event, the affected party Party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for promptly resume performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall on all purchase orders which have no liability with respect thereto not been terminated.

Appears in 1 contract

Samples: Cti Biopharma Corp

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall 24 12.01 Should either Party be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform prevented from performing its contractual obligations under this Agreement due to the cause or causes of force majeure such as a result new acts of a cause beyond its control, including any act of God war or a public enemy aggression (declared or terrorist, act of any military, civil undeclared) by North Korea or regulatory authority, change in any law other third country or regulation economy, fire, storm, flood , typhoon or other severe weather conditions, earthquake, storm strike, student unrest, legal restraints, government or other like event interference, disruption or outage of communications judicial action, power or other utility accidental damage to equipment, labor problem, unavailability of supplies, or as well as any other cause cause outside the control of that Party, whether similar that Party shall not be liable to the other Party for any delay or dissimilar to failure of performance caused by any of the foregoing, which could not have been prevented by such party with reasonable care (each, a above events. "Force majeure" shall include the failure to obtain such license(s) and other approvals, including export licenses, as are required by U.S. law or other applicable law for the equipment, software, technology and Products to be provided pursuant to the terms of this Agreement, except where such failure is due to a Party's breach of this Agreement. 12.02 In addition to providing notice in the manner set out in Section 14.10, the Party affected by Force Majeure Event"). Within 24 hours shall notify the other Party of the occurrence of a Force Majeure Event any of the events set out in Section 12.01 in writing by cable, telex, facsimile, or electronic mail within the shortest possible time. 12.03 Should the delay caused by any of the above events continue for more than ninety (90) days, the affected party Parties shall notify settle the other party problem of further performance of the occurrence Agreement through friendly negotiations as soon as possible with the objective of restructuring the relationship among them such that the effects of such delay are minimized. If the Parties cannot agree on a mutually acceptable solution within six (6) months of any Party request for such negotiations either Party may terminate this Agreement and the MPA by sending either (i) an e-mail message, or (ii) a fax message, prior written notice to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Party.

Appears in 1 contract

Samples: Amkor Technology Inc

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall 8bitstudio will not be liable for, nor shall such party be considered in breach of this Agreement due to, for any failure of performance of the services due to perform its obligations under this Agreement as a result of a cause causes beyond its 8bitstudio’s reasonable control, including any act of God or a public enemy or terrorist including, act of any military, civil or regulatory authority, change in any law or regulation but not limited to, fire, flood, earthquake weather, storm electric power interruptions, internet or other like event network interruptions, disruption telecommunications interruptions, national emergencies, civil disorder, acts of terrorism, riots, strikes, Acts of God, or outage any law, regulation, directive, or order of communications, power or other utility, labor problem, unavailability of supplies the United States government, or any other cause governmental agency, whether similar including state and local governments having jurisdiction over 8bitstudio or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care services provided hereunder ( each, a "Force Majeure Event" the “Affected Performance”). Within 24 hours of the occurrence of a Force Majeure Event, the Any party whose performance is so affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide give written notice to the other party within seven (7) days describing the Affected Performance. The parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of determining such condition. If the cause of delay caused by the Force Majeure Event event lasts for a period of more than thirty (30) days, the parties shall attempt to negotiate an equitable modification to this Agreement or any affected Statement of Work pertaining to the Affected Performance. If the parties are unable to agree upon an equitable modification, then either party may serve sixty (60) days written explanation concerning notice of termination on the circumstances other party, pursuant to subsection C. of Section 3.2.4 of this Agreement, with respect only to the portion of this Agreement or any applicable Statement of Work relating to the Affected Performance. Client shall pay 8bitstudio for that caused the Force Majeure Event. The time for performance required portion of the affected party shall be extended by Affected Performance that was completed or that was in the period process of such delay provided being completed through the party is exercising diligent efforts to overcome effective termination date of the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Affected Performance.

Appears in 1 contract

Samples: 8bitstudio-uploads.nyc3.cdn.digitaloceanspaces.com

Force Majeure. 9.1 Except with respect regard to a party's obligation to make payment obligations due under this Agreement Section 1., no neither party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any to the other for failure to perform its obligations under this Agreement a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as a employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 9.2. 9.2 Force Majeure shall include but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of a the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause beyond its control freezing or failure of wells or lines of pipe; (iii) interruption of firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm lockouts or other like event industrial disturbances, disruption riots, sabotage, insurrections or outage of communications wars; and (v) governmental actions such as necessity for compliance with any court order, power or other utility law, labor problem statute, unavailability of supplies ordinance, or any other cause, whether similar or dissimilar regulation promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to any of avoid the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence adverse impacts of a Force Majeure Event, and to resolve the affected event or occurrence once it has occurred in order to resume performance. 9.3 Neither party shall notify be entitled to the other party benefit of the occurrence provisions of Force Majeure to the extent performance is affected by sending either any or all of the following circumstances: (i) an e the curtailment of interruptible or secondary firm transportation unless primary, in- mail message path, or firm transportation is also curtailed; (ii) a fax message the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship. 9.4 Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the sole discretion of the party experiencing such disturbance. 9.5 The party whose performance is prevented by Force Majeure must provide notice to the other party. In addition Initial notice may be given orally; however, written notification with reasonably full particulars of 'the event or occurrence is required as soon as reasonably possible. Upon providing written notification of Force Majeure to the other party, the affected party will be relieved of its obligation to make or accept delivery of gas as applicable to the extent and for the duration of Force Majeure, and neither party shall provide be deemed to have failed in such obligation to the other party within seven (7) days of determining the cause during such occurrence or event. 8 9.6 In lieu of the references to Imbalance Charges responsibility in Sections 9.1 and 9.3, any Imbalance Charges incurred as a result of Force Majeure Event a written explanation concerning event shall be resolved and payment responsibility agreed to by the circumstances that caused parties at the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto event.

Appears in 1 contract

Samples: Sales Contract (Mobile Gas Service Corp)

Force Majeure. Except with respect to payment obligations under this Agreement, no A party hereto shall not be liable for for failure or delay in performing any of the party's obligations hereunder if such failure or delay is occasioned by compliance with any governmental regulation, nor shall such request or order, or by circumstances beyond the reasonable control of the party be considered in breach of this Agreement due so failing or delaying, including, but not limited to, any failure to perform its obligations under this Agreement as a result Acts of a cause beyond its control God, including any act of God or a public enemy or terrorist war, act of any military, civil or regulatory authority, change in any law or regulation insurrection, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies accident, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") earthquakes. Within 24 hours of the occurrence of a Force Majeure Event, the affected Each party shall (a) promptly notify the other party in writing of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition any such event of force majeure, the affected party shall provide to expected duration thereof and its anticipated effect on the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period ability of such delay provided the party is exercising diligent to perform its obligations hereunder, and (b) make reasonable efforts to overcome the cause of remedy any such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto force majeure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

Force Majeure. Except with respect to payment obligations under this Agreement, no A party hereto shall not be liable for for failure or delay in performing any of the party's obligations hereunder if such failure or delay is occasioned by compliance with any governmental regulation, nor shall such request or order, or by circumstances beyond the reasonable control of the party be considered in breach of this Agreement due so failing or delaying, including, but not limited to, any failure to perform its obligations under this Agreement as a result Acts of a cause beyond its control God, including any act of God or a public enemy or terrorist war, act of any military, civil or regulatory authority, change in any law or regulation insurrection, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies accident, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event") earthquakes. Within 24 hours of the occurrence of a Force Majeure Event, the affected Each party shall (a) promptly notify the other party in writing of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition any such event of force majeure, the affected party shall provide to expected duration thereof and its anticipated effect on the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period ability of such delay provided the party is exercising diligent to perform its obligations hereunder, and (b) make reasonable efforts to overcome the cause of remedy any such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. force majeure. 34 39

Appears in 1 contract

Samples: Plan of Merger (Infocure Corp)

Force Majeure. Except A “Force Majeure Event” shall mean any cause or contingency beyond a Party’s reasonable control which is not reasonably preventable by taking precautions which are customary and/or prudent for a company and/or facility the size of that being operated by the affected Party (the Parties agree that such precautions shall not include maintaining a back-up laboratory facility), including, strikes or other labor disturbances, lockouts, riots, quarantines, communicable disease outbreaks, wars, acts of terrorism, fires, floods, storms, or compliance with respect any order or regulation of any Regulatory Authority acting within color of right and any circumstances caused by the other Party or, in the case of Prometheus and its Affiliates, their respective customers or any entity in their chain of distribution. If and to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach the extent that either Party is prevented or delayed by a Force Majeure Event from performing any of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify and promptly so notifies the other party of Party, specifying the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of matters constituting the Force Majeure Event a written explanation concerning together with such evidence in verification thereof as it can reasonably give and specifying the circumstances period for which it is estimated that caused the prevention or delay will continue, then the Party so affected shall be relieved of liability to the other for failure to perform or for delay in performing such obligations (as the case may be), but shall nevertheless use commercially reasonable efforts to resume full performance thereof, provided that if the Force Majeure Event. The time Event continues for a period of ninety (90) days or more following notification, the Party whose performance required of the is not affected party shall be extended by the period of such delay provided Force Majeure Event may terminate this Agreement by giving not less than thirty (30) days prior notice to the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto other Party.

Appears in 1 contract

Samples: Laboratory Services Agreement (Rosetta Genomics Ltd.)

Force Majeure. Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered Any delay in breach or failure by Referral Partner or AccidentRecords.US in performance of this Agreement due shall be excused if and to the extent that such delay or failure is caused by occurrences beyond the reasonable control of the affected party, including, but not limited to, any failure to perform its obligations under this Agreement as a result decrees or restraints of a cause beyond its control governments, including any act acts of God or a public enemy or terrorist God, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm strikes or other like event labor disturbances, disruption war or outage of communications sabotage, power or other utility provided that, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 24 hours of the occurrence of if a Force Majeure Event Event occurs for more than twenty-four (24) hours, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, promptly provide written or (ii) a fax message, faxed notice thereof to the other party. In addition parties, the affected party which notice shall provide to the other party within seven (7) days of determining the cause include a description of the Force Majeure Event a written explanation concerning and the circumstances that caused affected party’s best estimate of the length of time such Force Majeure Event. The time for Event will delay or prevent performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, FRAC shall, at no additional expense to FMR Co or FIMM, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto Agreement.

Appears in 1 contract

Samples: Services Agreement