Common use of Force Majeure Clause in Contracts

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

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

Force Majeure. A Failure on the part of any the Parties to perform any of its obligations, shall not entitle either to raise any claim against the other or constitute a breach of this Agreement to the extent that such failure arises from an event of Force Majeure. If through Force Majeure, the fulfilment by either Party of any obligation set forth in this Agreement is delayed, the period of such delay shall not be considered to be taken into account in default or breach of computing periods prescribed by this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any . Force Majeure will include act of Godgod, labor disturbanceearthquake, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, firetides, storm, flood, ice, earthquakelightening, explosion, fire, sabotage, quarantine, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlarson, including any curtailmentcivil disturbance, orderterrorist attack, regulationwar like situation, or restriction imposed by governmental, military enactment of any law or lawfully established civilian authorities, rules and regulation or by making revocation of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment registration of the Party or property or equipment of others which is deemed under Parties any circumstances beyond the Operational Control reasonable control of the PartyParties herein that directly or indirectly hinders or prevents either of the Parties from commencing or proceeding with the consummation of the transactions contemplated hereby. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing The Party affected by a Party. Any Party claiming a such Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall promptly notify the other Party (“Non-Affected Party”) of the occurrence of such event. It is agreed between the Parties that lack of funds shall not in writing (“Notice any event constitute or be considered an event of Force Majeure. If the conditions of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventto continue for a period exceeding one month, the scope Parties shall meet to decide upon the future performance of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the this Agreement. If the Force Majeure event continues Parties are unable to agree upon a plan for a period future performance, then the This Agreement shall be terminated upon notice of more than 90 days either Party to the other, on expiry of one month from the date of such notice. Any accrued payment obligation of a Party prior to the Notice commencement of Force Majeure Event, shall survive the Non-Affected Party shall be entitled, at its sole discretion, termination of this Agreement pursuant to terminate the Agreementsuch Force Majeure.

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

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

Force Majeure. A Force Majeure Event" means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and except to the extent it shall that the non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be delayed in circumvented by the non-performing Party through the use of alternate sources, workaround plans or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Partymeans. A Force Majeure event does strike, lockout or labor dispute shall not include an act of negligence excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or Intentional Wrongdoing delay by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove in the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope under this Contract arising from a Force Majeure Event is not a default under this Contract or grounds for any longer duration than is required termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure event. Each Event, and only for as long as the Force Majeure Event continues, provided that the Party shall continues to use its best diligent, good faith efforts to mitigate the effects resume performance without delay. The occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall Event affecting Contractor's representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the other Party State of any delay caused by a Force Majeure Event (“Non-Affected Party”to be confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force Majeure Event has occurred, and will describe in writing (“Notice reasonable detail the nature of the Force Majeure Event”. If any Force Majeure Event results in a delay in Contractor's performance longer than forty-eight (48) as soon as reasonably practicable specifying hours, the cause State may, upon notice to Contractor: (a) cease payment of the event, fees for the scope of commitments under the Agreement affected by the event, and a good faith estimate obligations until Contractor resumes performance of the time required to restore full performanceaffected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Except Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for those commitments identified in this Contract as the Notice result of a Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

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

Force Majeure. A Party North American Power will make commercially reasonable efforts to provide electricity hereunder but North American Power does not guarantee a continuous supply of electricity to you. Certain causes and events out of the control of North American Power (“Force Majeure Events”) may result in interruptions in service. North American Power will not be liable for any such interruptions caused by a Force Majeure Event, and North American Power is not and shall not be considered liable for damages caused by Force Majeure Events. Force Majeure Events shall include acts of God, fire, flood, storm, terrorism, war, civil disturbance, acts of any governmental authority, accidents, strikes, labor disputes or problems, required maintenance work, inability to be access the LDU system, non-performance by the LDU (including, but not limited to, a facility outage on its electricity distribution lines), or any other cause beyond North American Power’s control. The term “Force Majeure” as used in default this Agreement shall also mean any act or breach cause not reasonably within the control of NORTH AMERICAN POWER and which by the exercise of due diligence, NORTH AMERICAN POWER is unable to prevent or overcome, including, but not limited to, any act or cause which is deemed a “Force Majeure” by the Utility or any transportation or transmitting entity. If NORTH AMERICAN POWER is rendered unable, wholly or in part, by Force Majeure to perform or comply with any obligations or conditions of this Agreement, we shall give immediate notice to the maximum extent practicable in writing and shall be excused from performance or liability for damages provide reasonably full particulars to the other Partyparty. Such obligations or conditions, if and to the extent it so far as they are affected by such Force Majeure, shall be delayed in or prevented from performing or carrying out any of suspended during the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence continuance of any act inability so caused, and NORTH AMERICAN POWER shall be relieved of Godliability and shall suffer no prejudice for failure to perform the same during the period. If NORTH AMERICAN POWER claims suspension of obligations, labor disturbancewe must in good faith attempt to mitigate and/or terminate the Force Majeure. Change of Law/Regulatory Changes. This Agreement is subject to present and future legislation, sabotageorders, failure rule, regulations or decisions of contractors a duly constituted governmental authority having jurisdiction over this Agreement or suppliers of materialsthe services to be provided hereunder. If at some future date there is a change in any law, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, orderrule, regulation, tariff or restriction imposed by governmentalregulatory structure (“Regulatory Change”) which impacts any term, military condition or lawfully established civilian authoritiesprovision of this Agreement including, or by making of repairs necessitated by an emergency circumstance but not limited to those listed above upon price, NAP shall have the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing right to modify this Agreement to reflect such Regulatory Change by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects providing 30 days’ written notice of such Force Majeure event, remedy its inability modification to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementCustomer.

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

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

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

Force Majeure. A Party In case by reason of force majeure either party hereto shall not be considered rendered unable wholly or in part to be in default or breach of carry out its obligations under this Agreement, then except as otherwise expressly provided in this Agreement, if such party shall give notice and shall be excused from performance or liability for damages full particulars of such force majeure in writing to the other Partyparty within a reasonable time after occurrence of the event or cause relied on, if and the obligations of the party giving such notice (other than the obligations of the Lessee to make the extent it Rental Payments required under the terms hereof, or to comply with Sections 4.5 or 6.2 hereof), so far as they are affected by such force majeure, shall be delayed in or prevented from performing or carrying out any suspended during the continuance of the provisions inability then claimed, which shall include a reasonable time for the removal of this Agreementthe effect thereof, arising out of but for no longer period, and such party shall endeavor to remove or from any actovercome such inability with all reasonable dispatch. The term “force majeure”, omissionas employed herein, or circumstance by or in consequence of any act shall mean acts of God, labor disturbancestrikes, sabotagelockouts or other industrial disturbances, failure of contractors or suppliers of materials, act acts of the public enemy, warorders of any kind of the Government of the United States or of the State or any civil or military authority, invasioninsurrections, insurrectionriots, riotepidemics, firelandslides, stormlightning, floodearthquakes, icefires, earthquakehurricanes, explosionstorms, epidemicfloods, breakage washouts, droughts, arrest, restraining of government and people, civil disturbances, explosions, partial or accident to machinery entire failure of utilities, shortages of labor, material, supplies or equipment transportation, or any other similar or different cause not reasonably within the control of the party claiming such inability. It is understood and agreed that the requirements that any force majeure shall be reasonably beyond the control of the party and shall be remedied with all reasonable dispatch shall be deemed to be satisfied in the event of a strike or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, other industrial disturbance even though existing or restriction imposed impending strikes or other industrial disturbances could have been settled by governmental, military the party claiming a force majeure hereunder by acceding to the demands of the opposing person or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above persons. The Lessee shall promptly notify the Agency upon the property or equipment occurrence of each force majeure, describing such force majeure and its effects in reasonable detail. The Lessee shall also promptly notify the Party or property or equipment Agency upon the termination of others which is deemed under the Operational Control of the Partyeach such force majeure. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and The information set forth in any such notice shall not be binding upon the Agency, and the Agency shall be entitled to suspend performance dispute the existence of its obligations any force majeure and any of the contentions contained in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days notice received from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementLessee.

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

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

Force Majeure. A Party The parties shall not be considered responsible or liable for their failure or delay in performance of their obligations under this Agreement arising out of or caused by circumstances beyond their reasonable control, including, without limitation, earthquakes, floods, fires, tornadoes, or similar acts of God, any interruption, loss or malfunction or any utility, transportation, communication service, delay in mails, functions or malfunctions of the Internet, changes in governmental or exchange action, statute, ordinance, rulings, regulation or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism or explosions; provided, however, that in order to be in default or breach of this Agreement, and shall be so excused from performance such failure or liability for damages delay to perform, the party so affected must (a) give notice of the cause of such failure or delay to the other Partyparty as promptly as practicable, if (b) act diligently to remedy the cause of such failure or delay, and (c) execute all reasonable actions as may be appropriate to the extent it shall be delayed in or prevented from performing or carrying out any of continue performance under this Agreement. Notwithstanding the provisions of this AgreementSection 20.10, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and Agent shall not be entitled to suspend excused for its failure or delay in the performance of its obligations in any greater scope or for any longer duration than is required by under this Agreement to the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying extent that the cause of such failure or delay is an event that the eventcontingencies implemented in connection with the Business Contingency Plan (including, without limitation, contingencies arranged with the scope Disaster Recovery Provider and the Crisis Management Center) are intended to mitigate, unless the cause of commitments under such failure or delay impairs the Agreement affected contingency contemplated by the eventBusiness Contingency Plan to mitigate such cause. This section shall not apply to and shall not excuse failures to perform to the extent such failures would not have occurred had the Agent (1) provided reasonable maintenance of equipment and installed and maintained an “Uninterrupted Power Supply” or “UPS” facility unless such UPS facility fails, and a good faith estimate is insufficient or is damaged through no fault of the time required to restore full performance. Except for those commitments identified Agent or (2) made and implemented Modifications as contemplated in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the this Agreement.

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

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

Force Majeure. A Party that is unable to carry out an obligation imposed on it by this Agreement due to Force Majeure shall notify the other Party in writing as soon as reasonably practicable after the occurrence of the Force Majeure event and no later than the timeframe set forth in Article 3.3.3(i) if the Force Majeure event will result in a potential delay for the Developer to meet a Critical Path Milestone. If the notifying Party is the Developer, it shall indicate in its notice whether the occurrence of a Force Majeure event has the potential to delay its meeting one or more Critical Path Milestones and/or completing the Transmission Project by the Required Project In-Service Date. If the Force Majeure will delay the Developer’s ability to meet one or more Critical Path Milestones, the Developer shall request with its notice a change to the impacted milestones in accordance with the requirements in Section 3.3.4 and must satisfy the requirements in Section 3.3.4 to change any Critical Path Milestones. A Party shall not be responsible for any non-performance or considered to be in default Breach or breach of Default under this Agreement, for any failure to perform any obligation under this Agreement to the extent that such failure is due to Force Majeure and will not delay the Developer’s ability to complete the Transmission Project by the Required Project In-Service Date. A Party shall be excused from whatever performance or liability is affected only for damages the duration of the Force Majeure and while the Party exercises reasonable efforts to alleviate such situation. As soon as the nonperforming Party is able to resume performance of its obligations excused because of the occurrence of Force Majeure, such Party shall resume performance and give prompt notice thereof to the other Party, if and . In the event that Developer will not be able to complete the extent it shall be delayed in or prevented from performing or carrying out any Transmission Project by the Required Project In- Service Date because of the provisions occurrence of Force Majeure, the NYISO may terminate this Agreement in accordance with Section 8.1 of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Party Without prejudice to Clause 18.2, neither party shall not have any liability under or be considered deemed to be in default or breach of this AgreementLicence for any failure to perform any term or condition of this Licence which result from circumstances beyond the reasonable control of such party, including war, strikes, flood, governmental restrictions, power, telecommunications or Internet failures or damage to or destruction of any network facilities not arising from an act or omission of such party or its employees or contractors (“Force Majeure Event”). Each party shall promptly notify the other party in writing of any Force Majeure Event which is causing delay or failure in performance of such party’s obligations under this Licence, or will or is likely to do so, including the date on which it started, its likely or potential duration, and shall be excused from the effect of the Force Majeure Event on its ability to perform any of its obligations under this Licence, and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance or liability for damages to the other Partyof its obligations. Provided it has complied with Clause 19.2, if and to the extent it shall be a party is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of its obligations under this Agreement, arising out of or from any act, omission, or circumstance Licence by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event), the Affected Party shall not be relieved in breach of this Licence or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. If a Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues obligations for a continuous period of more than 90 days from 60 (sixty) days, the date of party not affected by the Notice of Force Majeure Event, Event may terminate this Licence by giving 14 days’ written notice to the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParty.

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

Force Majeure. A Party Neither party shall be liable to the other for failure to perform or for delay in performance due to unforeseen causes beyond its reasonable control, and such causes are without the failure or negligence of the affected party. Such unforeseen causes include, but are not limited to, acts of God, fire, flood, epidemic, pandemic, strike, work stoppage or other labor difficulty, acts of governmental authority, federal, state, or local laws, orders or regulations, embargo, war, terrorist act, riot, civil commotion and/or insurrection, or by any other event or circumstance of whatsoever kind or nature not within the control of the affected party which, by exercise of reasonable diligence such party is unable to prevent, whether or not similar or dissimilar to any of the foregoing class of events or circumstances (“Force Majeure Event”). For the avoidance of doubt, economic hardship of an affected party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure Event. In the event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party time for performance by the affected party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for extended by a period of more than 90 days from time equal to the date time lost by reason thereof. The affected party will: (a) promptly notify the non-affected party in writing of the Notice of any causes or circumstances claimed to constitute a Force Majeure Event, the Nonobligations which will be affected by such Force Majeure Event, the measures taken or to be taken to minimize the impact thereof, the schedule upon which such measures will be implemented, the anticipated duration of the failure to perform or delay, and documented evidence supporting the claim; and (b) use reasonable commercial efforts to mitigate the effect of such failure to perform or delay and to remedy the impact on the Work. The non-Affected Party shall be entitled, at its sole discretion, to terminate affected party will review the claim and advise the affected party in writing of the decision regarding the claim for extension of time for performance of the Agreement.

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

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

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

Force Majeure. “Force Majeure” means any acts or omissions of any civil or military authority, acts of terrorism, acts of God, fires, strikes or other labor disturbances, equipment failures, fluctuations or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment, or any other similar act, omission or occurrence beyond either Party’s reasonable control. If either Party’s performance is delayed by Force Majeure, the time for performance shall be reasonably extended. A condition of Force Majeure shall be deemed to continue only so long as the affected Party is taking reasonable actions necessary to overcome such condition. If either Party shall not be considered affected by a condition of Force Majeure, such Party shall give the other Party prompt notice thereof, which notice shall contain the affected Party’s estimate of the duration of such condition and a description of the steps being taken or proposed to be in taken to overcome such condition of Force Majeure. Any reasonable delay occasioned by any such cause shall not constitute a default or breach of under this Agreement, and the obligations of the Parties shall be excused from performance or liability for damages to suspended during the other Partyperiod of delay so occasioned. During any period of Force Majeure, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment that is not directly affected by such condition of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in take any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts reasonable action necessary to mitigate the effects of such condition of Force Majeure; provided that in the event that the Provider Party is affected by a condition of Force Majeure, the Provider Party shall only be responsible for the payment of the reasonable costs and expenses incurred by the Recipient Party for taking such reasonable actions up to, and not exceeding, the amount of the Fees for the affected Services or such component thereof for the period during which such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementcondition occurs. If the Force Majeure event continues for a period of more than 90 days from is not cured such that the date of the Notice of Force Majeure Eventaffected Services or such component thereof are provided as required hereunder within thirty (30) days, the Nonnon-Affected affected Party shall be entitled, at its sole discretion, to may terminate the Agreementaffected Services or such component thereof and/or seek such Services or such component thereof from a third Person at the affected Party’s reasonable cost and expense.

Force Majeure. A Party Without prejudice to Clause 15.2, neither party shall not have any liability under or be considered deemed to be in default or breach of this AgreementLicence for any failure to perform any term or condition of this Licence which result from circumstances beyond the reasonable control of such party, including war, strikes, flood, governmental restrictions, power, telecommunications or Internet failures or damage to or destruction of any network facilities not arising from an act or omission of such party or its employees or contractors (“Force Majeure Event”). Each party shall promptly notify the other party in writing of any Force Majeure Event which is causing delay or failure in performance of such party’s obligations under this Licence, or will or is likely to do so, including the date on which it started, its likely or potential duration, and shall be excused from the effect of the Force Majeure Event on its ability to perform any of its obligations under this Licence, and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance or liability for damages to the other Partyof its obligations. Provided it has complied with Clause 16.2, if and to the extent it shall be a party is prevented, hindered or delayed in or prevented from performing or carrying out any of the provisions of its obligations under this Agreement, arising out of or from any act, omission, or circumstance Licence by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event), the Affected Party shall not be relieved in breach of this Licence or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. If a Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues obligations for a continuous period of more than 90 days from 60 (sixty) days, the date of party not affected by the Notice of Force Majeure Event, Event may terminate this Licence by giving 14 days’ written notice to the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParty.

Force Majeure. A Party Except with respect to the obligation to pay amounts owing hereunder, neither LMM nor Shipper shall not be considered liable in damages or otherwise to be in default or breach of the other for inability to perform any obligation under this Agreement, and including without limitation any obligation associated with the failure to meet any deadline established herein, due to an event of Force Majeure. Without limitation of the foregoing, any deadline otherwise established by this Agreement shall be excused from extended for the same amount of time during which LMM’s or Shipper’s performance or liability for damages to (as applicable) was prevented by an event of Force Majeure. As used herein, the other Party, if and to the extent it term “Force Majeure” shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from mean any act, omission, or circumstance circumstances occasioned by or in consequence of any act Acts of God, labor disturbanceblockades, sabotageinsurrections, failure riots, epidemics, flood, washouts, landslides, mudslides, earthquakes, unusually severe weather conditions, threat of contractors or suppliers of materialshurricanes and tropical storms, act of the public enemylightning, civil disturbances, war, invasionexplosions, insurrectionmechanical failure, riot, fire, storm, flood, ice, earthquake, explosion, epidemicstructural failure, breakage of or accident to machinery machinery, line of pipe, platform or equipment xxxxx, the inability or failure of downstream or upstream pipelines to deliver or receive, the order of any court or governmental authority having jurisdiction or any change in any applicable regulation materially affecting the operation of the facilities or any other cause of a similar nature (provided that such order or causes beyond such Party’s reasonable controlchange in regulation was not sought or supported by the party claiming suspension), including any curtailmentwhether of the kind herein enumerated or otherwise, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon reasonably within the property or equipment control of the Party claiming suspension, not contributed to by the negligence of, willful misconduct by, or property breach of this Agreement by the party claiming suspension, and which by the exercise of due diligence such Party is unable to prevent or equipment of others which is deemed under the Operational Control of the Partyovercome. A Force Majeure event does not include an act of negligence Failure to prevent or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and settle any strike or strikes shall not be entitled considered a matter within the control of the Party claiming suspension. With regard to suspend performance the installation of its obligations in new facilities or modifications to existing facilities, delay or inability to obtain any greater scope necessary permits or for any longer duration than is required rights-of-way from a regulatory agency or landowner after an application or request by the Force Majeure event. Each Party a party shall use its best efforts be deemed to mitigate the effects of such be a Force Majeure event, remedy its inability provided that party has given reasonable notice of any planned suspension of service to perform, and resume full performance Shipper. Force Majeure shall not relieve either Party of liability in the event of its obligations hereunderconcurring negligence and shall only relieve the non-performing party from liability for failure to perform under this Agreement for so long as such party is making reasonable efforts to remedy the situation. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved relieve either party of its responsibility obligation to fully perform as to all other commitments in the pay money due under this Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.GAS GATHERING AGREEMENT (EXPANSION SYSTEM) PAGE 5

Force Majeure. A ‌ If the failure of a Party shall not be considered to be in default act or breach of omit to act under this Agreement, and other than the payment of monies, is due to an event of Force Majeure, such Party shall be (a) granted relief hereunder by an extension of time to perform as set forth herein if such Force Majeure has delayed, but not prevented, a Party’s act or omission hereunder, or (b) excused from performance of the act or liability for damages omission if the occurrence of Force Majeure has prevented performance of the act or omission in accordance herewith. A Party claiming an excuse of performance due to an event of Force Majeure shall give prompt notice following such event to the other Party, if and to the extent it Party that there shall be delayed in or prevented from performing or carrying out any a delay of the provisions performance due to such event of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an and shall promptly act or omit to act to mitigate the effect of negligence or Intentional Wrongdoing by a Partysuch event. Any Party claiming The extension of time for performance resulting from such a Force Majeure event shall use be limited to the reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance time period of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of delay arising from such Force Majeure event, remedy its inability which period shall be deemed to perform, and resume full performance commence from the first date of its obligations hereunder. A Party suffering a the Force Majeure event (“Affected Party”) shall notify event; provided, however, that if notice by the Party claiming such extension is sent to the other Party party more than thirty (“Non-Affected Party”30) in writing (“Notice days after the commencement of the Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope period shall be deemed to commence thirty (30) days prior to the giving of commitments such notice. Times of performance under the this Agreement affected also may be extended as mutually agreed upon in writing by the eventParties. However, and failure to agree to a good faith estimate proposed extension of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party performance shall not be relieved of its responsibility deemed grounds for delay or failure to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the timely cure any breach under this Agreement.

Force Majeure. A If the failure of a Party shall not be considered to be in default act or breach of omit to act under this Agreement, and other than the payment of monies, is due to an event of Force Majeure, such Party shall be (a) granted relief hereunder by an extension of time to perform as set forth herein if such Force Majeure has delayed, but not prevented, a Party’s act or omission hereunder, or (b) excused from performance of the act or liability for damages omission if the occurrence of Force Majeure has prevented performance of the act or omission in accordance herewith. A Party claiming an excuse of performance due to an event of Force Majeure shall give prompt notice following such event to the other Party, if and to the extent it Party that there shall be delayed in or prevented from performing or carrying out any a delay of the provisions performance due to such event of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an and shall promptly act or omit to act to mitigate the effect of negligence or Intentional Wrongdoing by a Partysuch event. Any Party claiming The extension of time for performance resulting from such a Force Majeure event shall use be limited to the reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance time period of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of delay arising from such Force Majeure event, remedy its inability which period shall be deemed to perform, and resume full performance commence from the first date of its obligations hereunder. A Party suffering a the Force Majeure event (“Affected Party”) shall notify event; provided, however, that if notice by the Party claiming such extension is sent to the other Party party more than thirty (“Non-Affected Party”30) in writing (“Notice days after the commencement of the Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope period shall be deemed to commence thirty (30) days prior to the giving of commitments such notice. Times of performance under the this Agreement affected also may be extended as mutually agreed upon in writing by the eventParties. However, and failure to agree to a good faith estimate proposed extension of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party performance shall not be relieved of its responsibility deemed grounds for delay or failure to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the timely cure any breach under this Agreement.

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

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

Force Majeure. A If by reason of Force Majeure, a Party shall not be considered is rendered unable, wholly or in part, to be in default or breach of carry out its obligations under this Agreement, and if such Party gives notice and reasonably full particulars of such Force Majeure in writing to the other Parties as promptly after the occurrence of the cause relied on, the affected Party, and only so far as and to the extent that it is affected by such Force Majeure, shall be excused from performance hereunder without liability; provided, however, such cause shall be remedied with all reasonable dispatch. Upon occurrence of the Force Majeure, the affected Party, in addition to notifying the other Parties as provided above, shall as promptly as possible provide such Parties a written description of the Force Majeure, the cause thereof (to the extent known), the date the Force Majeure began, its expected duration and an estimate of the specific relief requested or liability for damages to be requested such Party. Furthermore, the Party affected by such Force Majeure shall use diligent efforts to reduce costs resulting from the occurrence of the Force Majeure, fulfill its performance obligations under this Agreement and otherwise mitigate the adverse effects of the Force Majeure. While the Force Majeure continues, the affected Party shall give the other Parties regular updates of the information previously submitted. The affected Party shall also provide prompt written notice to the other Party, if and Parties of the cessation of the Force Majeure. Notwithstanding anything to the extent it contrary contained herein, the occurrence of a Force Majeure shall be delayed in not, however, excuse or prevented from performing or carrying out delay any of the provisions of obligation to pay monies previously accrued and owing to another Party under this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of for the Party or property or equipment of others which is deemed to perform any obligation under the Operational Control of the Party. A Force Majeure event does this Agreement not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate occurrence of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementMajeure.

Force Majeure. A Seller's failure or inability to make, or Buyer's failure or inability to take, any delivery or deliveries when due, or the failure or inability of either Party to timely perform any other obligation required of it under this Agreement, other than the payment of money, if caused by "Force Majeure", as hereinafter defined, shall not constitute a default of this Agreement or subject the Party affected by Force Majeure to any liability to the other; provided that the Party so affected promptly notifies the other of the existence of the Force Majeure, its expected duration and the anticipated effect of the Force Majeure on its ability to perform its obligations under this Agreement. The Party shall promptly notify the other Party when the Force Majeure circumstance no longer affects its ability to perform its obligations hereunder. The quantity of Product to be delivered shall be reduced by that quantity not delivered as a result of the Force Majeure circumstance, unless both Parties agree that the total quantity to be delivered under this Agreement should remain unchanged. For so long as Seller’s ability to perform is affected by the Force Majeure circumstances: (i) Seller may, at its option, elect to allocate its total production of the Product among its various requirements for the Product (e.g., manufacturing and sales) in a manner the Seller considers practicable and which, in the opinion of Seller, is fair and reasonable; and, (ii) Buyer may obtain the quantities of Product which Seller is unable to deliver from another source without any obligation to Seller. During the time that Seller is unable to make deliveries or otherwise perform, it shall not be considered obligated to procure, or to use its best efforts to procure, any quantity of the Product to be in default or breach of sold to Buyer under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or Agreement from any actalternate producer or supplier. As used herein, omission, or circumstance by or in consequence of the term "Force Majeure" means any act of God, labor disturbance, sabotage, failure of contractors nature or suppliers of materials, act of the public enemy, waraccident, invasion, insurrection, riot, fire, stormexplosion, flood, icedrought, earthquakeperils of the sea, explosionstrikes, epidemiclockouts, breakage labor disputes, riots, sabotage, embargo, war (whether or accident not declared and whether or not the United States is a participant), federal, state or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to machinery obtain, raw materials, supplies, equipment, fuel, power, labor, or equipment other operational necessity (including, without limitation, the inability to produce the Product due to a co-product circumstance), interruption or curtailment of power supply, or any other cause circumstance of a similar or causes different nature which is beyond such Party’s the reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment control of the Party or property or equipment of others which is deemed under the Operational Control of the affected Party. A Force Majeure Party is not required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, or seek alternate sources thereof except in accordance with such Party's business judgment as to its best interest. Further and for avoidance of doubt, Seller shall not be required to repair and/or rebuild its production facilities for the Products or facilities related thereto that may be materially damaged or destroyed. In the event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents circumstance affects either Party’s performance and shall not be entitled to suspend performance of its obligations in any greater scope or under this Agreement for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event at least ninety (“Affected Party”90) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventconsecutive days, the scope of commitments under Party who is able to perform may terminate this Agreement upon written notice to the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParty.

Force Majeure. A Party Any of the following shall not be considered to be in default or breach of deemed a “Force Majeure Event” under this Agreement: governmental regulation, and shall be excused from performance labor dispute, strike, war, riot, insurrection, civil commotion, explosion, fire, flood, storm or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbancedelay of common carriers, sabotageembargo, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Partya party’s reasonable control, including . Supplier shall not be liable for any curtailment, order, regulationdelay in delivery or performance of, or restriction imposed failure to deliver or perform, any Goods or Services if such delay or failure is caused by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Where only a part of Supplier’s capacity to perform is excused under this Section 12, Supplier shall use reasonable diligence to remove make a fair allocation of production and deliveries among the condition that prevents performance and various customers then under contract for similar goods or services during the Force Majeure Event period. Newmont shall not be entitled liable for failure to suspend take delivery of Goods or failure to allow performance of its obligations in any greater scope or for any longer duration than Services if such failure is required caused by the a Force Majeure eventEvent. Each Party Supplier shall not be obligated to provide, nor Newmont obligated to purchase, at a later date, that portion of Goods or Services that Supplier is unable to deliver or perform, or Newmont is unable to take delivery of, because of a Force Majeure Event. The party which will be unable to perform its obligation hereunder as a result of a Force Majeure Event shall give the other party Notice within 10 days from the beginning of such Force Majeure Event with reasonably full particulars thereof and the probable extent to which it will be unable to perform or be delayed in performing its obligations. The party giving such Notice shall use its best good faith, commercially reasonable efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) Event as soon as reasonably practicable specifying possible after the cause occurrence thereof. If it appears that a time for delivery or performance will be extended for more than 20 days by reason of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party party receiving Notice under the prior sentence shall not be relieved of its responsibility have the right to fully perform as terminate, by Notice to all the other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date party, any portion of the Notice Purchase Order covering the delayed performance and receive a refund of Force Majeure Event, any amounts paid with respect to the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementobligations not performed.

Force Majeure. A Party shall not be considered to be 13.1 Except as otherwise specifically provided in default or breach of this Agreement, neither Party will be liable for any delay or failure in performance of any part of this Agreement caused by a Force Majeure condition, including acts of the United States of America or any state, territory, or political subdivision thereof, acts of God or a public enemy, fires, floods, labor disputes such as strikes and shall be excused from lockouts, freight embargoes, earthquakes, volcanic actions, wars, civil disturbances, cable cuts, or other causes beyond the reasonable control of the Party claiming excusable delay or other failure to perform. Provided, Force Majeure will not include acts of any Governmental Authority relating to environmental, health, or safety conditions at work locations. If any Force Majeure condition occurs the Party whose performance fails or liability for damages is delayed because of such Force Majeure conditions will give prompt notice to the other Party, if of such Force Majeure Event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance such Party is affected by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act Event during the continuance thereof or excused from such performance depending on the nature, severity and duration of negligence or Intentional Wrongdoing by a Party. Any Party claiming a such Force Majeure event Event (and the other Party shall use reasonable diligence to remove the condition that prevents performance and shall not likewise be entitled to suspend excused from performance of its obligations in any greater scope or for any longer duration than is required by to the Force Majeure eventextent such Party’s obligations relate to the performance so interfered with). Each The affected Party shall use its best reasonable efforts to mitigate avoid or remove the effects cause of nonperformance and upon cessation of such Force Majeure eventcondition, remedy its inability to perform, will give like notice and resume full commence performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) hereunder as soon promptly as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementpracticable.

Force Majeure. A Neither Party shall be liable for delay or damage caused by an impediment beyond the Party’s control and which the Party could not have reasonably taken into account at the time of conclusion of this Agreement and the consequences of which the Party could not reasonably have avoided or overcome. A strike, lockout, boycott and other similar industrial action shall also be considered a force majeure event even when the Party concerned is the target or a party to such an action. A force majeure event suffered by a subcontractor of a Party shall also be considered a force majeure event in relation to that Party if the work to be performed under subcontracting cannot be considered to be in default done or breach acquired from another source without incurring unreasonable costs or significant loss of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure eventtime. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify without delay inform the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying a force majeure event and the cause termination of the force majeure event. Limitation of liability FiMVO does not warrant that the FiMVS will not contain any errors or defects (whether visible, hidden or likely to occur in the scope of commitments under future). FiMVO does not warrant that the Agreement affected by FiMVS will function without faults. FiMVO shall, however, use all reasonable efforts to ensure the event, and a good faith estimate proper functioning of the time required to restore full performanceFiMVS. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party FiMVO shall not be relieved liable for the actions of its responsibility to fully perform as to all EMVO or any other commitments third party outside FiMVO’s control. FiMVO shall not be liable for the content, integrity, or completeness of the Data in the FiMVS or the EMVS and for such Data being up to date. Neither Party will be liable towards the other Party for any indirect or consequential damages. The total aggregate annual liability of a Party towards the other Party under this Agreement will be limited to the amount of fees paid or payable to FiMVO by the Company annually under this Agreement. If The limitation of liability will not apply, if the Force Majeure event continues damage has been caused by (i) wilful misconduct or gross negligence; (ii) breach of confidentiality and/or non-use obligations; or (iii) breach of Intellectual Property Rights. Term and termination This Agreement enters into force when it has been signed by the duly authorized representatives of both Parties. Since this Agreement covers the execution of compulsory legal provisions as set out in the Directive, the Delegated Regulation, and possible other applicable legislation, both Parties acknowledge and agree that this Agreement may only be terminated when the Company no longer acts as a MAH or as a representative of any MAHs or when the applicable legislation ceases to apply to either the Company or FiMVO. Furthermore, FiMVO shall have the right to terminate this Agreement without any liability to the Company, if the agreement between EMVO and FiMVO for a period of more than 90 days from the date use of the Notice European Hub is terminated for any reason. Subject to the aforementioned, this Agreement shall remain in force for consecutive calendar years unless terminated in writing by either Party for convenience ninety (90) days prior to the end of Force Majeure Eventthe then current calendar year. This Agreement may also be terminated with immediate effect by written notice by the non-defaulting Party in the event that the other Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after having been given written notice in respect thereof. In case this Agreement is terminated by either Party, the Non-Affected Party shall Company will have no rights whatsoever to be entitledrefunded of the already paid fees (neither as a whole nor pro rata). Sections 7, at its sole discretion8, to terminate 11, 13 and 18 will survive the termination of this Agreement.

Force Majeure. A Neither Party shall not will be considered responsible for any failure to be perform, caused in default whole or breach of this Agreement, in part by unforeseeable causes beyond the control and shall be excused from performance without the fault or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any negligence of the provisions of this AgreementParty affected thereby, arising out of or from any act, omission, or circumstance by or in consequence of any act including: acts of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act acts of the public enemy, warinsurrections, invasionriots, insurrectionstrikes, riotlockouts, firelabor disputes, stormlabor or material shortages, floodfloods, iceinterruptions to transportation, earthquakeembargoes, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, acts of military or lawfully established civilian authorities, or other causes of a similar nature which wholly or partly prevent the production, delivery or transportation of Coke by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property Seller, or equipment the receiving, accepting and/or utilizing of the Coke by the Purchaser. The Party or property or equipment of others which is deemed under so prevented from complying will give prompt written notice to the Operational Control other Party of the Party. A nature and probable duration of such Force Majeure event does not include Majeure, and of the extent of its affects on such party’s performance hereunder; provided, however, that equipment failures of any kind caused primarily as a result of ordinary wear and tear or routine use over an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and extended period shall not be entitled to suspend performance deemed an event of its obligations in any greater scope or for any longer duration than is required by the Force Majeure eventfor purposes of this Coke Purchase Agreement. Each Party shall use its best will, in the event it experiences a force majeure event, make all reasonable efforts to mitigate the effects of remove such Force Majeure event, remedy its inability to performdisability as soon as possible (except for labor disputes which will be solely within said Party’s discretion), and resume full performance of its obligations hereunderonce the disability is removed this Coke Purchase Agreement will be reinstated. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice During any period of Force Majeure Event”) as soon as reasonably practicable specifying the cause related to Purchaser’s No. 7 Blast Furnace at its Indiana Harbor Works facility, Purchaser will use Coke from Seller’s Coke Plant to fulfill Purchaser’s Coke requirements to supply its other Indiana Harbor Works blast furnaces, before using any other source of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performancecoke. Except for those commitments identified in the Notice During any period of Force Majeure Eventrelating to Seller’s Coke Plant, the Affected Party shall not be relieved all production of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days Coke from the date of the Notice of Force Majeure EventCoke Plant, the Non-Affected Party shall up to Purchaser’s maximum take or pay obligation, will be entitled, at its sole discretion, supplied to terminate the AgreementPurchaser before any Coke from Seller’s Coke Plant may be sold to third parties.

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

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

Force Majeure. A Party shall not be considered Subject to be in default or breach the remainder of this AgreementClause 40 (and, in relation to the Supplier, subject to its compliance with its obligations in Clause 14 (Business Continuity and shall be excused Disaster Recovery)), a Party may claim relief under this Clause 40 from performance or liability for damages failure to the other Party, if meet its obligations under this Call Off Contract for as long as and only to the extent it shall be delayed in or prevented from performing or carrying out any that the performance of the provisions of this Agreement, arising out of or from any act, omission, or circumstance those obligations is directly affected by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Any failure or delay by the Supplier in performing its obligations under this Call Off Contract which results from a failure or delay by an agent, Sub-Contractor or supplier shall use reasonable diligence be regarded as due to remove a Force Majeure Event only if that agent, Sub-Contractor or supplier is itself impeded by a Force Majeure Event from complying with an obligation to the condition that prevents performance Supplier. The Affected Party shall as soon as reasonably practicable issue a Force Majeure Notice, which shall include details of the Force Majeure Event, its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect. If the Supplier is the Affected Party, it shall not be entitled to suspend performance claim relief under this Clause 40 to the extent that consequences of its obligations the relevant Force Majeure Event: are capable of being mitigated by any of the provision of any Goods and/or Services including the BCDR Services, but the Supplier has failed to do so; and/or should have been foreseen and prevented or avoided by a prudent provider of services similar to the Goods and/or Services, operating to the standards required by this Call Off Contract. Subject to Clause 40.5, as soon as practicable after the Affected Party issues the Force Majeure Notice, and at regular intervals thereafter, the Parties shall consult in good faith and use reasonable endeavours to agree any greater scope or for any longer duration than is required steps to be taken and an appropriate timetable in which those steps should be taken, to enable continued provision of the Goods and/or Services affected by the Force Majeure eventEvent. Each Party The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use its best efforts their respective reasonable endeavours to prevent and mitigate the effects of such the Force Majeure eventEvent. Where the Supplier is the Affected Party, remedy its inability it shall take all steps in accordance with Good Industry Practice to performovercome or minimise the consequences of the Force Majeure Event. Where, and resume full performance as a result of its obligations hereunder. A Party suffering a Force Majeure event Event: an Affected Party fails to perform its obligations in accordance with this Call Off Contract, then during the continuance of the Force Majeure Event: the other Party shall not be entitled to exercise any rights to terminate this Call Off Contract in whole or in part as a result of such failure unless the provision of the Goods and/or Services is materially impacted by a Force Majeure Event which endures for a continuous period of more than ninety (“90) days; and the Supplier shall not be liable for any Default and the Customer shall not be liable for any Customer Cause arising as a result of such failure; the Supplier fails to perform its obligations in accordance with this Call Off Contract: the Customer shall not be entitled: during the continuance of the Force Majeure Event to exercise its step-in rights under Clause 38.1.1(b) and 38.1.1(c) (Customer Remedies for Default) as a result of such failure; to receive Delay Payments pursuant to Clause 6.4 (Delay Payments) to the extent that the Achievement of any Milestone is affected by the Force Majeure Event; and to receive Service Credits or withhold and retain any of the Call Off Contract Charges as Compensation for Critical Service Level Failure pursuant to Clause 13 (Critical Service Level Failure) to the extent that a Service Level Failure or Critical Service Level Failure has been caused by the Force Majeure Event; and the Supplier shall be entitled to receive payment of the Call Off Contract Charges (or a proportional payment of them) only to the extent that the Goods and/or Services (or part of the Goods and/or Services) continue to be provided in accordance with the terms of this Call Off Contract during the occurrence of the Force Majeure Event. The Affected Party”) Party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying after the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract. Relief from liability for the Affected Party under this Clause 40 shall end as soon as the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract and shall not be relieved dependent on the serving of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementnotice under Clause 40.7.

Force Majeure. A Party shall not be considered to be in default or breach If the performance of any part of this AgreementAgreement by either Party is prevented, and shall be excused from performance restricted, interfered with or liability for damages delayed by any reason or cause beyond the reasonable control of such Party (including fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or other labor disturbance, shortage of raw materials, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, or storm or like catastrophe, acts of God or any acts, omissions or delays in acting of the other Party) (each, a “Force Majeure Event”), the Party so affected shall, upon giving written notice to the other Party, if and be excused from such performance to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventEvent, remedy its inability to perform, and resume full performance of its obligations hereunder. A provided that the affected Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of any Force Majeure Event”) Event as soon as reasonably practicable specifying practical, and shall use its substantial efforts to avoid or remove such causes of non-performance and shall continue performance with the cause utmost dispatch whenever such causes are removed. The Parties agree the effects of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate COVID-19 pandemic that is ongoing as of the time required Effective Date (including related government orders) may be invoked as a Force Majeure Event for the purposes of this Agreement even though the pandemic is ongoing and those effects may be reasonably foreseeable as of the Effective Date. In addition, a Force Majeure Event may include reasonable measures affirmatively taken by a Party or its Affiliates to restore full performance. Except for those commitments identified in respond to any epidemic, pandemic, or spread of infectious disease (including the Notice of COVID-19 pandemic), or other Force Majeure Event, the Affected Party shall not be relieved such as requiring employees to stay home, closures of its responsibility facilities, delays of Clinical Trials, or cessation of activities in response to fully perform as to all an epidemic or other commitments in the Agreement. If the Force Majeure event Event. A Party that is subject to a Force Majeure Event shall exert all reasonable efforts to overcome it; provided that if such Force Majeure Event continues unabated for a period of more than 90 days from [***], then the date of the Notice of Force Majeure EventParties shall discuss and agree on alternative solutions [***], the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementand provided further [***].

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

Force Majeure. A Party Except with respect to the obligation to pay amounts owing hereunder, neither LMM nor Shipper shall not be considered liable in damages or otherwise to be in default or breach of the other for inability to perform any obligation under this Agreement, and including without limitation any obligation associated with the failure to meet any deadline established herein, due to an event of Force Majeure. Without limitation of the foregoing, any deadline otherwise established by this Agreement shall be excused from extended for the same amount of time during which LMM’s or Shipper’s performance or liability for damages to (as applicable) was prevented by an event of Force Majeure. As used herein, the other Party, if and to the extent it term “Force Majeure” shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from mean any act, omission, or circumstance circumstances occasioned by or in consequence of any act Acts of God, labor disturbanceblockades, sabotageinsurrections, failure riots, epidemics, flood, washouts, landslides, mudslides, earthquakes, unusually severe weather conditions, threat of contractors or suppliers of materialshurricanes and tropical storms, act of the public enemylightning, civil disturbances, war, invasionexplosions, insurrectionmechanical failure, riot, fire, storm, flood, ice, earthquake, explosion, epidemicstructural failure, breakage of or accident to machinery machinery, line of pipe, platform or equipment xxxxx, the inability or failure of downstream or upstream pipelines to deliver or receive, the order of any court or governmental authority having jurisdiction or any change in any applicable regulation materially affecting the operation of the facilities or any other cause of a similar nature (provided that such order or causes beyond such Party’s reasonable controlchange in regulation was not sought or supported by the party claiming suspension), including any curtailmentwhether of the kind herein enumerated or otherwise, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon reasonably within the property or equipment control of the Party claiming suspension, not contributed to by the negligence of, willful misconduct by, or property breach of this Agreement by the party claiming suspension, and which by the exercise of due diligence such Party is unable to prevent or equipment of others which is deemed under the Operational Control of the Partyovercome. A Force Majeure event does not include an act of negligence Failure to prevent or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and settle any strike or strikes shall not be entitled considered a matter within the control of the Party claiming suspension. With regard to suspend performance the installation of its obligations in new facilities or modifications to existing facilities, delay or inability to obtain any greater scope necessary permits or for any longer duration than is required rights-of-way from a regulatory agency or landowner after an application or request by the Force Majeure event. Each Party a party shall use its best efforts be deemed to mitigate the effects of such be a Force Majeure event, remedy its inability provided that party has given reasonable notice of any planned suspension of service to perform, and resume full performance Shipper. Force Majeure shall not relieve either Party of liability in the event of its obligations hereunderconcurring negligence and shall only relieve the non-performing party from liability for failure to perform under this Agreement for so long as such party is making reasonable efforts to remedy the situation. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved relieve either party of its responsibility obligation to fully perform as to all other commitments in the pay money due under this Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.GAS GATHERING AGREEMENT (LEGACY APPALACHIAN SYSTEM) PAGE 5

Force Majeure. A Party Neither the CONTRACTOR nor the DISTRICT shall not be considered responsible or deemed to be in default or breach of this Agreement, and shall be excused from performance or liability for damages its obligations to the other Party, if and to the extent it shall be delayed any failure to perform or delay in performing its obligations under this CONTRACT is caused by events or prevented from performing conditions beyond the reasonable control of that party, and are not due to the negligence or carrying out any willful misconduct of the provisions such party (hereinafter, “Force Majeure events”). For purposes of this AgreementCONTRACT, arising out Force Majeure events shall include, but not be limited to, acts of God or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasionriot or civil commotion, insurrectionstrikes, riotepidemic, fire, stormearthquake, tornado, hurricane, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulationcatastrophes, or restriction imposed by governmentalevents or conditions due to governmental law, military regulations, ordinances, order of a court of competent jurisdiction, executive decree or lawfully established civilian authoritiesorder. However, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon in the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventdelay(s) or nonperformance, remedy its inability the party so delayed shall furnish prompt written notice to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party party (“Non-Affected Party”) in writing (“Notice including the date of Force Majeure Event”) as soon as reasonably practicable specifying the cause inception of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 and the extent to which it will affect performance) and shall undertake all efforts reasonably possible to cure the delay or nonperformance and mitigate its effects or to otherwise perform. Force Majeure events do not include reasonably anticipated rain days from during the date term of the Notice of Project. Such anticipated rain days shall be included in the scheduled workdays such that Project deadlines stated in paragraph 1.2 can still be met. The DISTRICT shall not be responsible for payment for any product or service delayed or foreclosed by any Force Majeure Eventevent unless and until such delayed or foreclosed product or service is provided. The provisions of this section shall not preclude the DISTRICT from canceling or terminating any resulting award (or any order for any goods or services included herein), or from revising the Non-Affected Party shall be entitledscope of the Work, at its sole discretion, to terminate the Agreementas otherwise permitted under this CONTRACT.

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

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

Force Majeure. A Party shall not be considered Subject to be in default or breach the remainder of this AgreementClause 44 (and, in relation to the Supplier, subject to its compliance with any obligations in Clause 15 (Business Continuity and shall be excused Disaster Recovery)), a Party may claim relief under this Clause 44 from performance or liability for damages failure to the other Party, if meet its obligations under this Call Off Contract for as long as and only to the extent it shall be delayed in or prevented from performing or carrying out any that the performance of the provisions of this Agreement, arising out of or from any act, omission, or circumstance those obligations is directly affected by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Any failure or delay by the Supplier in performing its obligations under this Call Off Contract which results from a failure or delay by an agent, Sub-Contractor or supplier shall use reasonable diligence be regarded as due to remove a Force Majeure Event only if that agent, Sub-Contractor or supplier is itself impeded by a Force Majeure Event from complying with an obligation to the condition that prevents performance Supplier. The Affected Party shall as soon as reasonably practicable issue a Force Majeure Notice, which shall include details of the Force Majeure Event, its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect. If the Supplier is the Affected Party, it shall not be entitled to suspend performance claim relief under this Clause 44 to the extent that consequences of its obligations the relevant Force Majeure Event: are capable of being mitigated by any of the provision of any Services, including any BCDR Services, but the Supplier has failed to do so; and/or should have been foreseen and prevented or avoided by a prudent provider of Services similar to the Services, operating to the standards required by this Call Off Contract. Subject to Clause 44.5, as soon as practicable after the Affected Party issues the Force Majeure Notice, and at regular intervals thereafter, the Parties shall consult in good faith and use reasonable endeavours to agree any greater scope or for any longer duration than is required steps to be taken and an appropriate timetable in which those steps should be taken, to enable continued provision of the Services affected by the Force Majeure eventEvent. Each Party The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use its best efforts their respective reasonable endeavours to prevent and mitigate the effects of such the Force Majeure eventEvent. Where the Supplier is the Affected Party, remedy its inability it shall take all steps in accordance with Good Industry Practice to performovercome or minimise the consequences of the Force Majeure Event. Where, and resume full performance as a result of its obligations hereunder. A Party suffering a Force Majeure event Event: an Affected Party fails to perform its obligations in accordance with this Call Off Contract, then during the continuance of the Force Majeure Event: the other Party shall not be entitled to exercise any rights to terminate this Call Off Contract in whole or in part as a result of such failure unless the provision of the Services is materially impacted by a Force Majeure Event which endures for a continuous period of more than ninety (“90) days; and the Supplier shall not be liable for any Default and the Customer shall not be liable for any Customer Cause arising as a result of such failure; the Supplier fails to perform its obligations in accordance with this Call Off Contract: the Customer shall not be entitled: during the continuance of the Force Majeure Event to exercise its step-in rights under Clause 42.1.1(b) and 42.1.1(c) (Customer Remedies for Default) as a result of such failure; to receive Delay Payments pursuant to Clause 6.4 (Delay Payments) to the extent that the Achievement of any Milestone is affected by the Force Majeure Event; and to receive Service Credits or withhold and retain any of the Call Off Contract Charges as Compensation for Critical Service Level Failure pursuant to Clause 14 (Critical Service Level Failure) to the extent that a Service Level Failure or Critical Service Level Failure has been caused by the Force Majeure Event; and the Supplier shall be entitled to receive payment of the Call Off Contract Charges (or a proportional payment of them) only to the extent that the Services (or part of the Services) continue to be provided in accordance with the terms of this Call Off Contract during the occurrence of the Force Majeure Event. The Affected Party”) Party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying after the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract. Relief from liability for the Affected Party under this Clause 44 shall end as soon as the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract and shall not be relieved dependent on the serving of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementnotice under Clause 44.7.

Force Majeure. A Party shall not Both Parties will be considered to be exempt from any liability in default case of total or partial breach of this Agreement, and even temporary if caused by a Force Majeure event. In the event of the occurrence of a situation that it considers to be Force Majeure, the concerned Party shall be excused from performance or liability for damages to promptly notify the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any Party of the provisions situation by registered letter, specifying the nature of the event(s), their impact on its ability to perform its obligations as provided for in this Agreement, arising out as well as any supporting document attesting to the reality of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Are considered as supporting documents notably, but not exclusively, any declaration, certificate, legislation, decree, order or other measures taken by a Government at local, national or international level concerning the events invoked as Force Majeure. In the event that the Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering invoking a Force Majeure event (“Affected Party”) characterize it, its obligations shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues suspended for a period of more than 90 days from three (3) months. Beyond this period, if the date of the Notice situation of Force Majeure Eventcontinues, the Non-Affected Party Agreement shall be entitledautomatically terminated. Any suspension of performance of the Agreement by application of this Article shall be strictly limited to the commitments whose performance has been prevented by the circumstances of Force Majeure and to the period during which the circumstances of Force Majeure have acted. In any event, at its sole discretionif the impediment is or becomes definitive, the Agreement shall be automatically terminated. The Parties shall endeavor in good faith to terminate take all reasonably possible measures to continue the Agreementrealization of the Installation and/or the performance of the Services. The Parties shall endeavor in good faith to take all reasonably possible measures to continue the performance of the Services. It is understood between the Parties that the services are performed in the course of the reciprocal execution of the Agreement and that in the event of suspension or termination of commitments, the Client will pay MARMELAB’s fees calculated on a prorata temporis basis (and the costs and fees due in the event of resumption after suspension). In any case, any payment already received by MARMELAB for the performance of the Services shall remain definitively acquired.

Force Majeure. A Party shall not be considered to be in default In case performance of any terms or breach of this Agreement, and provisions hereof shall be excused from delayed or prevented because of compliance with any law, decree or order of any governmental agency or authority of local, State or Federal governments or because of riots, war, terrorism, explosions, acts of civil or military authority, acts of public enemy, public disturbances, lack of adequate security escorts, strikes, lockouts, labor disputes, earthquakes, fires, floods, Acts of God or any other reason whatsoever which is not reasonably within the control of the Party whose performance or liability for damages is interfered with and which, by the exercise of reasonable diligence, said Party is unable to prevent; the Party so suffering shall immediately give notice to the other PartyParty of the Force Majeure Event. Upon such notice, if and the obligations of the affected Party under this contract which are reasonably related to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove Event may, at its option, be suspended, without liability, the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by hereunder during the period such cause continues. The affected Party shall do everything reasonably necessary to overcome the effects of the Force Majeure event. Each Party shall use its best efforts to Event, mitigate the effects effect of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of any delay occasioned by any Force Majeure Event”) , and ensure resumption of normal performance of this Agreement as soon as reasonably practicable specifying and shall perform their obligations to the cause maximum extent practicable. Once the Party is given notice of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of such Force Majeure Event, the Affected that Party shall not be relieved keep track of its responsibility to fully perform as to all other commitments in the Agreementnumber of days such period continues. Once the Force Majeure Event has ended, the Party shall confirm the length of the period. Once the length has been confirmed, the Party so suffering may either receive a reimbursement for the length of the period or may credit that amount towards any renewal year. If the Force Majeure event continues for a period of more than 90 Party so suffering wants to be reimbursed, the other Party shall issue the reimbursement within forty-five (45) days from the date receipt of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsuffering Party’s decision.

Force Majeure. A To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction, such Party (the “Claiming Party”) shall give notice and details of the Force Majeure to the other Party as soon as practicable and provide the other Party with the expected duration of the Force Majeure and the date upon which it expects such Force Majeure to end. Unless agreed to otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction for so long as and to the extent, prevented by such Force Majeure other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure. The Claiming Party shall provide notice and details of the Force Majeure to the other Party as soon as practicable and shall remedy the Force Majeure with all reasonable dispatch. For all Force Majeure events expected to have or having a duration of greater than one (1) month, the Claiming Party shall provide the non-Claiming Party with monthly progress reports on the progress of remedying such Force Majeure. The non-Claiming Party shall not be considered required to be in default perform or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend resume performance of its obligations in any greater scope to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure, other than the obligation to make payments then due or for any longer duration than is required by becoming due with respect to performance prior to the Force Majeure eventMajeure. Each Party shall use its best efforts Pursuant to mitigate the effects terms of such Section 5.5 hereof, any Force Majeure event, remedy its inability to perform, and resume full which interrupts Seller’s performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify under this Agreement, with respect to the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventUnit, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a continuous period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party twelve (12) months shall be entitled, at its sole discretion, considered an event upon which Buyer may terminate this Agreement with respect to terminate the AgreementUnit.

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

Force Majeure. A The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected or any of its sublicensees, and which could not with the exercise of Diligent Efforts have been avoided (“Force Majeure Event”), including, but not limited to, war, rebellion, earthquake, fire, accident, strike, riot, civil commotion, act of God, inability to obtain raw materials, delay or errors by shipping companies or change in Applicable Law, shall not be considered to be in default excuse such Party from the performance of its obligations or breach of duties under this Agreement, but shall merely suspend such performance during the Force Majeure Event. The Party subject to a Force Majeure Event shall promptly notify the other Party of the occurrence and particulars of such Force Majeure Event and shall be excused from performance or liability for damages to provide the other Party, if and from time to the extent it shall be delayed in or prevented from performing or carrying out any time, with its best estimate of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability Event and with notice of the termination thereof. The Party so affected shall use Diligent Efforts to perform, and resume full avoid or remove such causes of non-performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as is reasonably practicable specifying the cause practicable. Upon termination of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected performance of any suspended obligation or duty shall without delay recommence. The Party subject to the Force Majeure Event shall not be relieved liable to the other Party for any damages arising out of or relating to the suspension or termination of any of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date obligations or duties under this Agreement by reason of the Notice occurrence of a Force Majeure Event, the Non-Affected provided such Party shall be entitled, at complies in all material respects with its sole discretion, to terminate the Agreementobligations under this Section 11.6.

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

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and Neither Contractor nor AURA shall be excused from liable for failure to fulfill its obligations herein or for delays in performance or liability for damages delivery, as applicable, due to the other Partycauses beyond its reasonable control, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreementincluding, arising out of or from any act, omission, or circumstance by or in consequence of any act but not limited to: acts of God, labor disturbancenatural disasters, sabotageacts or omissions of other parties, failure acts or omissions of contractors civil or suppliers of materialsmilitary authority, act of Government shut downs (total or partial), the public enemytermination, lapse, or delay in government funding, changes in governmental priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, invasionor acts of terrorism (hereinafter collectively or singularly referred to as force majeure event). Where there is an event of force majeure, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage the party prevented from or accident to machinery or equipment or any delayed in performing its obligations under this contract must immediately notify the other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment party giving full particulars of the Party event of force majeure and the reasons for the event of force majeure preventing that party from or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition delaying that prevents performance and shall not be entitled to suspend performance of party in performing its obligations in any greater scope or for any longer duration than is required by the Force Majeure eventunder this contract. Each Party shall That party must use its best reasonable efforts to mitigate the effects effect of such Force Majeure event, remedy the event of force majeure upon its inability to perform, and resume full performance of the contract and to fulfill its obligations hereunderunder the contract. A Party suffering a Force Majeure Upon completion of the event (“Affected Party”) shall notify of force majeure, the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) party affected must as soon as reasonably practicable specifying recommence performance of its obligations under this contract. In the cause event of the eventsuch delay, the scope date of commitments under the Agreement affected by the event, and a good faith estimate performance or of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party delivery shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues extended for a period equal to the time lost by reason of more than 90 days said delay on written approval of AURA. Contractor shall maintain a log of time lost and the reasons therefore for the periodic review by the Technical Representative. This Agreement shall be amended in writing to reflect a change in the period of performance due to delay. An event of force majeure does not relieve a party from liability for an obligation that arose before the date occurrence of that event. In the event the force majeure event exists for a year or more, either party hereto may seek to terminate this Agreement without further liability. All costs, including fees, incurred by Contractor as a result of such termination shall be reimbursable including, without limitation, all non-reimbursable costs and non-cancelable commitments incurred prior to the receipt of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementtermination notice.

Force Majeure. A 17.1 Except with regard to a Party's obligation to make payments due under the Contract, neither Party shall be liable to the other for a failure to perform its obligations hereunder, if such failure was caused by Force Majeure. As used herein, the term "Force Majeure" shall mean an unforeseen occurrence or event beyond the control of the Party claiming excuse which partially or entirely prevents that Party's performance of its obligations, except the obligation to make payments due under any transaction. 17.2 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 which result in evacuation of the affected area, floods, washouts, explosions, breakage, or accident, derate, or necessity of repairs to machinery or equipment including Planned, Maintenance, or Forced Outages ("Outages") of the Facility or lines of pipe, weather related events such as hurricanes or freezing or failure of xxxxx or lines of pipe which affects a significant geographic area; (ii) acts of others such as strikes, riots, sabotage, insurrections or wars; (iii) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction; and (iv) any other causes, whether of the kind herein enumerated or otherwise not reasonably within the control of the affected Party. Seller and Buyer shall make reasonable efforts to avoid Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. Force Majeure shall not be considered based on (i) the loss or change of natural Gas markets; (ii) Buyer's inability economically to be in default use or resell the natural Gas purchased hereunder; (iii) the loss or failure of Seller's supply; or (iv) any economic hardship leading to a breach of this Agreementfirm delivery by Seller, and shall or (v) failure of Seller's non-Firm transportation service. 17.3 The Party whose performance is prevented by Force Majeure must provide notice to the other Party. Initial notice may be excused from performance given orally; however, written notification with particulars of the event or liability for damages occurrence is required within twenty-four (24) hours. Upon providing written notification of Force Majeure to the other Party, if the affected Party will be relieved of its obligation to make or accept, as the case may be, delivery of Gas to the extent and for the duration of Force Majeure and neither Party shall be deemed to have failed in such obligations to the other during such occurrence or event. Upon notification by Buyer to Seller that such outage has been completed, Buyer's obligation to purchase gas shall be restored. 17.4 Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected from any or all of the following circumstances: (i) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship. 17.5 Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts, or other industrial disturbances shall be entirely within the discretion of the Party experiencing such disturbance. 17.6 In no event shall the failure of firm or other transportation or delivery rights of Seller constitute a Force Majeure hereunder unless such firm transportation and delivery rights are curtailed due to reasons beyond the control, and not the fault of, the Seller. In any such Force Majeure circumstance, Seller shall use reasonable commercial efforts to find an alternative means of transportation or delivery on the most advantageous terms available and shall notify Buyer of such terms, including the price thereof. In the event the use of such alternative means will result in a transportation cost in excess of the transportation costs that would have been incurred by Seller in the absence of such Force Majeure, then Buyer shall have the option to either (i) decline the use of such means in which case Seller shall be relieved of its delivery obligations hereunder so long as and to the extent that it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident cannot perform its delivery obligations hereunder due to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act or (ii) accept such alternative means in which case Buyer shall pay the amount of negligence or Intentional Wrongdoing by a Partysuch increased costs. Any Party claiming a Force Majeure event Upon Buyer's request, Seller shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of provide Buyer with documentation supporting its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate identify alternative means and any cost increases related to the effects use of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereundermeans. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.ARTICLE

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if If and to the extent it shall be delayed in that the performance by CIGNA or prevented from performing USPG or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by NationsHealth (an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) of any of its obligations pursuant to this Agreement, as applicable, is prevented, hindered or delayed directly by an act of God, riot, war, earthquake, acts of terrorism by public enemy, strikes, lockouts or labor disputes or any other similar cause beyond the reasonable control of such Affected Party (excluding labor disputes or strikes involving a Party’s own personnel) (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the Affected Party shall be excused for such hindrance, delay or non-performance, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and the Affected Party continues to use commercially diligent efforts to recommence performance whenever and to whatever extent reasonably possible without delay, including through the use of alternate sources, workaround plans or other means; provided, however, that the use of such alternate sources, workaround plans or other means shall cease, upon the cessation of the Force Majeure Event. For so long as a Force Majeure Event continues, the non-Affected Party shall, upon the Affected Party’s reasonable request cooperate with the Affected Party. The Affected Party shall immediately notify the other Party (“Non-Affected Party”) of the occurrence of the Force Majeure Event and describe in writing (“Notice reasonable detail the nature of the Force Majeure Event”) as soon as reasonably practicable specifying . The occurrence of a Force Majeure Event does not excuse, limit or otherwise affect USPG’s obligation to provide either normal recovery procedures or any other disaster recovery services, except to the cause of the event, the scope of commitments under the Agreement extent that such procedures or services are directly 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 such Force Majeure Event. For the avoidance of doubt but without limiting the foregoing, the Affected Party each party shall not be relieved deemed in breach of this Agreement for failures to perform its responsibility obligations other than failures due to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvents.

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

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

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

Force Majeure. A Neither Party shall not be considered to be deemed in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and Agreement to the extent it shall be delayed that any delay or failure in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in results from any greater scope cause beyond the non-performing Party’s control and without such Party’s fault or for any longer duration than is required by negligence, such as power failures, strikes, pandemics, severe weather conditions, riots, war, or other unforeseen circumstances beyond the Force Majeure event. Each Party shall use its best efforts to mitigate the effects control of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering either party (each a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying ). For the cause avoidance of the eventdoubt and purpose of clarification, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified any changes in the Notice of global, national, or local economy shall not under any circumstances be considered a Force Majeure Event. Notwithstanding the foregoing, in the event that Provider is unable to provide the Benefits due to a Force Majeure Event, Provider may, but is not obligated to, offer Make Good Benefits to Sponsor. In no event will such Make-Good Benefits include tickets, hospitality, catering, or similar benefits that involve an out-of-pocket cost to Provider, though Provider, if Provider has elected to offer Make-Good Benefits, will make commercially reasonable efforts to provide Make-Good Benefits of approximately the Affected Party same value as the Benefits that Provider was unable to provide. Make-Good Benefits will be subject to Sponsor’s approval, which shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementunreasonably withheld, delayed, or conditioned. If Sponsor determines in good faith that the Make-Good Benefits offered, if any, are not sufficiently compensatory or if Provider offers no Make-Good Benefits, then the Parties shall confer in good faith to negotiate a resolution, which, if agreed upon, shall result in a written amendment to this Agreement in accordance with Paragraph 11(c). In no event shall Sponsor have the right to terminate this Agreement or withhold payment of all or any portion of the sponsorship fee as a result of a Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementEvent without Provider’s written consent.

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

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

Force Majeure. A Neither Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages liable to the other Party, if and for failure or delay in making or accepting delivery under a Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” shall include compliance with acts, orders, regulations or requests of any national, federal, state or local civilian or military authority or any other persons purporting to act therefor; restriction or cessation of production of Product due to the imposition of conditions or requirements by any government or any person purporting to act under the color or claim of any governmental authority which makes it necessary to cease or to reduce the production of the Product; war (whether or not declared), terrorist or similar acts, embargo, civil insurrection, riots; strikes, lockouts or other labor difficulties; pandemics, epidemics, or quarantines;; actions of the elements; natural disasters, fire, explosion, mechanical breakdowns, or any other causes reasonably beyond the control of such Party, whether similar or not. Neither Party shall be delayed obligated to make up any deliveries omitted as a result of any Force Majeure Event, except to the extent that Seller and Buyer are reconciling or balancing deliveries under an Exchange Contract, and in or such case, any delivery imbalance that a Party is prevented from performing making up due to a Force Majeure Event shall be resolved as soon as reasonably possible following cessation of the Force Majeure Event or carrying out any of the effects thereof. In the event either Party must invoke the provisions of this AgreementSection 17, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate provide in writing to the effects of such Force Majeure eventother Party as much advance notice as is possible, remedy its inability stating the underlying circumstances giving rise to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) Event and the expected duration thereof. Each Party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of use commercially reasonable efforts to cure or correct any condition giving rise to a Force Majeure Event”) as soon as reasonably practicable specifying Event or the cause of the eventeffects thereof affecting performance by such Party; provided, the scope of commitments under the Agreement affected by the eventhowever, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected that neither Party shall be entitledobligated to settle any strikes, lockouts, or other labor disputes. No Force Majeure Event shall relieve Buyer of any obligation to make payments with regard to Products that have been delivered under a Contract. If a Party notifies another Party of a Force Majeure Event that would excuse the delivery of volumes of Products under an Exchange Contract, the Party who is to receive such deliveries may, at its sole discretionoption, suspend deliveries of any equivalent volumes to terminate the Agreementbe exchanged or sold under such Exchange Contract.

Force Majeure. A Neither Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages is liable to the other PartyParty for any delay in performing, if and or other failure to perform, its obligations under this Contract to the extent it shall be delayed that such delay or failure is a result of Force Majeure, subject in or prevented relation to the Service Provider, its compliance with its obligations in (Business Continuity and Disaster Recovery). Nonetheless, each Party must use all reasonable endeavours to continue to perform its obligations under this Contract for the duration of such Force Majeure. However, if Force Majeure prevents either Party from performing its material obligations under this Contract for a period in excess of ninety (90) days, the unaffected Party may terminate this Contract with immediate effect by notice. Any delay or carrying out other failure by the Service Provider in performing its obligations under this Contract which results from any failure or delay by a Service Provider Representative is only to be regarded as due to Force Majeure if that Service Provider Representative is itself impeded by Force Majeure from complying with an obligation to the Service Provider. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any delay or failure on its part as described in clause 60.1, it must immediately notify the other Party of the provisions Force Majeure and the estimated period for which the failure or delay is to continue. The only events that afford relief from liability for failure or delay under this Contract are Force Majeure events. Guidance notes: Force majeure clauses anticipate certain “acts of God” and provide contractually for what is to happen. This is a fairly standard provision requiring notice to be given of Force Majeure events and preventing an innocent Party that is unable to perform its obligations from being in breach of contract. The common law doctrine of “frustration” is disapplied and the clause expressly provides a longstop period of ninety (90) after which the Contract may be terminated. The Purchaser may wish to vary this Agreement, longstop period. Dispute Resolution The Parties must attempt in good faith to resolve any dispute between them arising out of or from any act, omission, in connection with this Contract in accordance with paragraphs 4 and 5 of Schedule 5 (Management Arrangements). Any dispute or circumstance by difference arising out of or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable controlconnection with this Contract, including any curtailmentquestion regarding its existence, ordervalidity or termination, regulationwhich cannot be resolved in accordance with clause 61, or restriction imposed shall be determined by governmentalthe appointment of a single arbitrator to be agreed between the Parties, military or lawfully established civilian authoritiesand failing agreement within fourteen (14) days after either Party has given to the other a written request to concur in the appointment of an arbitrator, or by making of repairs necessitated by an emergency circumstance not limited arbitrator to those listed above upon be appointed by the property or equipment Scottish Arbitration Centre on the written application of either Party. The seat of the Party or property or equipment of others which is deemed under arbitration shall be in Scotland. The language used in the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Partyarbitral proceedings shall be English. Any Party claiming a Force Majeure event shall use reasonable diligence arbitration under clause 61.1 is subject to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event Arbitration (“Affected Party”Scotland) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementXxx 0000.

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

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

Force Majeure. A Neither Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages liable to the other Party for any delay or failure to perform as required by this Agreement if the delay or failure to perform is (x) due to circumstances reasonably beyond such Party’s control, including any fires, strikes, embargoes, explosions, floods, drought, war, sabotage, a national health emergency, appropriations of property, civil disorders, government requirements, civil or military authorities, acts of aggression, terrorism (or the threat thereof), acts of God or of the public enemy or any other causes beyond Party’s reasonable control (a “Force Majeure Event”), and (y) could not have reasonably been prevented by such Party taking commercially reasonable precautions or customary steps to circumvent or mitigate such circumstances (if and to the extent it shall be delayed in or prevented from performing or carrying out any such events were reasonably foreseeable). Upon the occurrence of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected time for performance under this Agreement by the Party whose performance is affected by such Force Majeure Event shall not be relieved suspended during the continuance of its responsibility such Force Majeure Event and thereafter extended for the period equal to fully perform as that during which such Force Majeure Event continued. The Party whose performance is affected by a Force Majeure Event shall provide written notice to all the other commitments in Party of such Force Majeure Event, specifying the Agreement. If nature and the expected duration of the Force Majeure event continues for a period of more than 90 days from Event, within ten (10) Business Days after the date Force Majeure Event begins, and shall take prompt action using its commercially reasonable efforts to remedy the effects of the Notice of Force Majeure Event. If requested by the Party not affected by a Force Majeure Event, the Non-Affected Parties shall discuss the Force Majeure Event and the remedying of the Force Majeure Event. The Party not affected by a Force Majeure Event shall be entitled, at its sole discretion, have the right to terminate or resign this Agreement unilaterally if the Agreementcontinuance of such Force Majeure Event exceeds more than two (2) months by written notification of the Party whose performance is affected by a Force Majeure Event thirty (30) calendar days prior to the date of termination. 12.7.

Force Majeure. A Party Any of the following shall not be considered to be in default or breach of deemed a “Force Majeure Event” under this Agreement: governmental regulation, and shall be excused from performance labor dispute, strike, war, riot, insurrection, civil commotion, explosion, fire, flood, storm or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbancedelay of common carriers, sabotageembargo, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Partya party’s reasonable control, including . Supplier shall not be liable for any curtailment, order, regulationdelay in delivery or performance of, or restriction imposed failure to deliver or perform, any Goods or Services if such delay or failure is caused by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Where only a part of Supplier’s capacity to perform is excused under this Section 12, Supplier shall use reasonable diligence to remove make a fair allocation of production and deliveries among the condition that prevents performance and various customers then under contract for similar goods or services during the Force Majeure Event period. Newmont shall not be entitled liable for failure to suspend take delivery of Goods or failure to allow performance of its obligations in any greater scope or for any longer duration than Services if such failure is required caused by the a Force Majeure eventEvent. Each Party Supplier shall not be obligated to sell, nor Newmont obligated to purchase, at a later date, that portion of Goods or Services that Supplier is unable to deliver or perform, or Newmont is unable to take delivery of, because of a Force Majeure Event. The party which will be unable to perform its obligation hereunder as a result of a Force Majeure Event shall give the other party Notice within 10 days from the beginning of such Force Majeure Event with reasonably full particulars thereof and the probable extent to which it will be unable to perform or be delayed in performing its obligations. The party giving such Notice shall use its best good faith, commercially reasonable efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) Event as soon as reasonably practicable specifying possible after the cause occurrence thereof. If it appears that a time for delivery or performance will be extended for more than 20 days by reason of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party party receiving Notice under the prior sentence shall not be relieved of its responsibility have the right to fully perform as terminate, by Notice to all the other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date party, any portion of the Notice Purchase Order covering the delayed performance and receive a refund of Force Majeure Event, any amounts paid with respect to the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementobligations not performed.

Force Majeure. A Party shall not be considered to be in default Neither Service Provider nor any of its Subsidiaries, Affiliates or breach of this Agreement, and Representatives shall be excused liable for any Losses to the extent resulting from delay in performance or liability nonperformance caused by circumstances reasonably beyond the control of the party affected, including, but not limited to, acts of God, fire, explosion, flood, civil disturbance, acts of terrorism, hurricanes, tornadoes, riots, interference by any Governmental Authority, accident, strike, labor trouble or shortage, injunction, failure to supply or delay on the part of contractors, public health emergencies (whether or not a pandemic or public health emergency has actually been declared by any governmental body or pseudo governmental body), government mandated quarantines, shelter in place orders, bans on public gatherings, travel restrictions, lock-downs, or shut downs of public services, disruption of Internet access, including access disruptions as a result of any virus, worm or Trojan horse, or failure of public infrastructure or energy sources, inability to obtain material, equipment or transportation (each, a “Force Majeure Event”). In any such event, Service Provider’s obligations under this Agreement shall be postponed for damages such time as its performance is suspended or delayed on account thereof. Service Provider shall notify the applicable Service Recipient(s), either orally or in writing, as promptly as practicable after learning of the occurrence of such Force Majeure Event. If a Force Majeure Event affects the provision of a Service by Service Provider hereunder, (a) Service Provider shall use commercially reasonable efforts to the other Party, if remove such Force Majeure Event as soon as and to the extent it reasonably and practically possible, (b) Service Recipient shall be delayed in or prevented from performing or carrying out any relieved of the provisions of this Agreementobligation to pay Fees with respect to the affected Service for the period in which the Service is not provided, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of except for Termination Fees and (c) if the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A applicable Force Majeure event does not include an act Event remains unremedied for a period of negligence or Intentional Wrongdoing by a Partysixty (60) consecutive calendar days, each of Service Provider and Service Recipient shall have the right to terminate the affected Service. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of During such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, (A) the Affected Party shall not be relieved applicable Service Provider will use commercially reasonable efforts to mitigate and eliminate the effect of its responsibility to fully perform as to all other commitments in the Agreement. If the any such Force Majeure event continues Event in order to resume performance under this Agreement and (B) Service Recipient shall have the right to acquire affected Services from an alternative source, at such Service Recipient’s sole cost and expense, and without liability to Service Provider, for the period and to the extent reasonably necessitated by such non-performance. Upon the cessation of a period of more than 90 days from the date of the Notice of Force Majeure Event, Service Provider shall use commercially reasonable efforts to resume its performance with the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementleast practicable delay.

Force Majeure. A Seller’s failure or inability to make, or Buyer’s failure or inability to take, any delivery or deliveries when due, or the failure or inability of either Party to timely perform any other obligation required of it under this Agreement, other than the payment of money, if caused by “Force Majeure,” as hereinafter defined, shall not constitute a default of this Agreement or subject the Party affected by Force Majeure to any liability to the other; provided that the Party so affected promptly notifies the other of the existence of the Force Majeure, its expected duration and the anticipated effect of the Force Majeure on its ability to perform its obligations under this Agreement. The Party who has been unable to perform shall promptly notify the other Party when the Force Majeure circumstance no longer affects its ability to perform its obligations hereunder. The quantity of Product to be delivered shall be reduced by that quantity not delivered as a result of the Force Majeure circumstance, unless both Parties agree that the total quantity to be delivered under this Agreement should remain unchanged. For so long as Seller’s ability to perform is affected by the Force Majeure circumstances: (i) Seller may, at its option, elect to allocate its total production of the Product among its various internal (if any) and/or external requirements for the Product (e.g., manufacturing and sales) in Seller’s sole discretion; and (ii) Buyer may obtain the quantities of Product which Seller is unable to deliver from another source without any obligation to Seller. During the time that Seller is unable to make deliveries or otherwise perform, it shall not be considered obligated to procure, or to use any efforts to procure, any quantity of the Product to be in default or breach of sold to Buyer under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or Agreement from any actalternate producer or supplier. As used herein, omission, or circumstance by or in consequence of the term “Force Majeure” means any act of God, labor disturbance, sabotage, failure of contractors nature or suppliers of materials, act of the public enemy, waraccident, invasion, insurrection, riotexplosion, fire, storm, flood, icedrought, earthquakeperils of the sea, explosionstrikes, epidemiclockouts, breakage labor disputes, riots, sabotage, embargo, war (whether or accident not declared and whether or not the United States is a participant), terrorist attacks and threats of terrorist attacks, federal, state or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to machinery obtain, raw materials, supplies, equipment, fuel, power, labor, or equipment other operational necessity (including, without limitation, the inability to produce the Product due to the unavailability or shortage of or interruption in the shipping or transportation of a co-product or necessary ingredient/material) interruption or curtailment of power supply, or any other cause circumstance of a similar or causes different nature which is beyond the reasonable control of the affected Party. A Party is not required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, or seek alternate sources thereof except in accordance with such Party’s reasonable controlbusiness judgment as to its best interest. Further and for avoidance of doubt, including any curtailment, order, regulation, Seller shall not be required to repair and/or rebuild its production facilities for the Product or restriction imposed by governmental, military facilities related thereto that may be materially damaged or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon destroyed. In the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents circumstance affects either Party’s performance and shall not be entitled to suspend performance of its obligations in any greater scope or under this Agreement for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event at least ninety (“Affected Party”90) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventconsecutive days, the scope of commitments under Party who is able to perform may terminate this Agreement upon written notice to the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParty.

Force Majeure. A Party shall not be considered Neither party to be in default or breach of this Agreement, and contract shall be excused from performance or liability for damages liable to the other Party, if and to the extent it shall be delayed party for any delay in or prevented from performing or carrying out failure to perform any of the provisions its obligations due to events of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, Force Majeure including but not limited to war, invasionblockade, revolution, riot, insurrection, riotcivil commotion, strike, lockout, explosion, fire, storm, flood, ice, xxxxx, xxxxxxx, earthquake, explosionlaws, epidemicrules or regulations, breakage applicable sanction laws, including but not limited to prohibitions on export or accident import and/or prohibitions applying to machinery a nominated or equipment carrying vessel or any other cause or causes whatsoever beyond such Party’s the reasonable control, including any curtailment, order, regulation, control of either party whether or restriction imposed by governmental, military not similar to the causes enumerated above. Failure to deliver or lawfully established civilian authorities, to accept delivery in whole or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment in part because of the Party occurrence of an event of Force Majeure shall not constitute a default hereunder or property subject either party to liability for any resulting loss or equipment damage. Upon the occurrence of others which any event of Force Majeure, the party affected by the event of Force Majeure shall promptly notify the other party hereto in writing of such event and shall specify in reasonable detail the facts constituting such event of Force Majeure. Where such notice is deemed not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under this contract. Both parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the Operational Control extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the Partyparty asserting Force Majeure. A In the event of Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Majeure, deliveries shall use reasonable diligence to remove be suspended for the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure, but if such Force Majeure eventshall last more than 30 (thirty) calendar days, remedy the tonnage affected may be cancelled with immediate effect by the party not having declared Force Majeure by written notice to the other party. In the event that Force Majeure causes only a partial reduction in the total quantity of material that the Seller is under an obligation to deliver hereunder, the Seller shall allocate its inability to performavailable supplies of such material, and resume full performance if any, among any or all of its obligations hereunder. A Party suffering existing customers in a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, fair and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementequitable manner.

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

Force Majeure. A Party Seller’s performance hereunder is subject to and Seller shall have no liability under this Contract for any failure to perform or any delay in performing any of its obligations under this Contract if such failure or delay results from any event, circumstance or cause beyond Seller’s (or its supplier’s) control (whether or not be considered now contemplated by either party) (a “Force Majeure Event”), including: war or armed conflict, civil unrest, piracy, terrorism, violence or the threat of any such event; labour disputes; adverse weather; natural events or disasters; epidemic or pandemic; explosion, fire or accidental loss or damage; shortage or failure of transport, infrastructure or utilities; any law or action by a government or public authority including sanctions, export or import restrictions or detention of goods; a refusal of or failure to be in default issue any licence consent or breach of this Agreement, approval; and shall be excused from non-performance by third parties. If Seller is prevented or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of its obligations under this Agreement, arising out of or from any act, omission, or circumstance Contract by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence Event, Seller may, at its election and without liability to remove the condition that prevents performance and shall not be entitled Seller by notice to suspend performance Buyer terminate all or any portion of its obligations in any greater scope or for any longer duration than is required this Contract affected by the Force Majeure eventEvent, or delay performance of any affected obligation under this Contract until a reasonable time after the Force Majeure Event shall have ended and/or for a period equal to the duration of the Force Majeure Event. Each Party Seller shall use its best make reasonable efforts to mitigate the effects of such the Force Majeure event, remedy its inability to perform, and resume full Event on the performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify and after the other Party (“Non-Affected Party”) in writing (“Notice end of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period Event shall notify Buyer that performance of more than 90 days its obligations will be resumed. The exit of any member state from the date European Union or the accession of any additional member state to the Notice of Force Majeure Event, the Non-Affected Party European Union shall be entitled, at its sole discretion, not entitle either party to claim force majeure or terminate the Agreementthis Contract.

Force Majeure. A As used herein, “Force Majeure” shall mean any circumstance beyond the reasonable control of a Party shall which effectively prevents such Party from performing its obligations hereunder; provided, that, such circumstance, despite the exercise of reasonable diligence, cannot be considered to or could not be in default prevented, avoided, or breach of this Agreement, removed by such Party and shall be excused from performance or liability for damages is not attributable to the other negligence or misconduct of such Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act . Force Majeure events include: (a) acts of God, labor disturbance, sabotage, failure ; (b) acts of contractors war or suppliers of materials, act of the public enemy, warwhether war be declared or not, invasion, armed conflict or act of a foreign enemy, revolution and public disorders, including insurrection, riotrebellion, firecivil commotion, stormsabotage, floodriots, iceand violent demonstrations; (c) strikes, earthquakelockouts, explosionriots, epidemiclabor disputes, breakage in any such case which are widespread or accident to machinery nationwide (i.e., excluding those directed only at a Party); (d) floods, tidal waves, explosions, fires, earthquakes, typhoons and other natural calamities; or equipment or (e) any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making event of repairs necessitated by an emergency circumstance not limited to those listed above upon similar nature which prevents the property or equipment Parties from performing their obligations under this Agreement. No Party shall be deemed in default of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or this Agreement for any longer duration than is required by delay or failure to fulfill any obligation hereunder to the Force Majeure event. Each Party shall use its best efforts to mitigate extent as long as the effects fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunderMajeure. A Party suffering a Force Majeure event (“Affected Party”) shall notify claiming the other Party (“Non-Affected Party”) in writing (“Notice benefit of Force Majeure Event”) this provision shall, as soon as reasonably practicable specifying after the cause occurrence of any such event, (a) provide written notice to the other Party of the eventnature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes to fulfil this Agreement as soon as possible. No Publicity. Neither Party shall originate any publicity, press releases or other public announcement relating to any relationship between the scope of commitments under Parties, this Agreement or the Agreement affected by performance hereof without the event, and a good faith estimate other Party’s prior written consent. Time of the time required to restore full performanceEssence. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date Time is of the Notice of Force Majeure Eventessence with respect to the Company’s obligation to deliver Products within the times required by this Agreement, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementas applicable.

Force Majeure. A In the event either Party is rendered unable, wholly or in part, to perform its obligations under this Agreement (other than to make payments due hereunder) for reasons beyond its reasonable control, including, without limitation, those due to: acts of God, floods, fires, explosions, extreme heat or cold, earthquake or storm; strikes, lockouts or other similar industrial disturbances; wars, acts of terrorism or sabotage; failure, disruption, accident or breakage of major equipment, machinery, or transportation facilities or failure, disruption, suspension or delays in pipeline carriers in receiving and delivering Product which was timely nominated and tendered; or failure of (or delay in) transporters to furnish transportation, failure of suppliers to furnish supplies; or any law, rules, order or action of any court or instrumentality of the federal or any state government; or for any other similar cause or causes beyond its reasonable control (in each case, an event of “Force Majeure”), it is agreed that on such Party’s giving notice in reasonable detail of such event of Force Majeure to the other Party, the obligations of the Party giving such notice shall be suspended from the first date of such event of Force Majeure and for the continuance of any inability so caused, but for no longer period as may reasonably be required to, and such cause shall, so far as possible, be remedied with all reasonable dispatch; provided, however, that neither Party will be obligated to settle a strike or other labor disturbance in order to comply with such obligation. The term Force Majeure shall not apply to those events which merely make it more difficult or costly for either Party to perform their obligations hereunder. Increased cost of performance by any Party or the inability of a Party to pay monies or other economic difficulty on behalf of a Party shall not be considered an event of Force Majeure. Each Party further agrees that at the conclusion of any event of Force Majeure, neither Party shall have any obligation to be in default each other with respect to any quantities of Product not delivered or breach received as a consequence of such event of Force Majeure. No event of Force Majeure shall operate to extend the Term of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

Force Majeure. A Neither Party shall not be considered to be in default held liable or breach of this Agreement, and shall be excused from performance or liability for damages responsible to the other Party, if and nor be deemed to the extent it shall be delayed in default under, or prevented from otherwise in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement (other than a payment failure) when such failure or carrying out any delay is due to an event of the provisions Force Majeure. For purposes of this Agreement, “Force Majeure” is defined as causes beyond the control of the applicable Party which could not, with the exercise of due diligence, have been avoided, including acts of God, civil disorders or commotions, acts of aggression, fires, accidents, explosions, floods, drought, war, sabotage, embargo, earthquakes, storms, utility failures, material shortages, national labor disturbances, riots, delays or errors by shipping companies, changes in applicable Law, national health emergencies, destruction, damage or appropriations of property, government requirements, acts of civil or military authorities or terrorism or the threat of any of the foregoing. In such event, the Party so affected shall not be excused from such performance, but shall merely suspend such performance during the continuation of such event of Force Majeure. The Party prevented from performing its obligations or duties because of the event of Force Majeure shall, after becoming aware of such event of Force Majeure, promptly notify the other Party hereto of the occurrence and particulars of such event and of the period for which such event is expected to continue, and shall provide the other Party, from time to time, with its best estimate of the duration of such event of Force Majeure and with notice of the termination thereof. The affected Party shall use its commercially reasonable efforts to avoid or remove such causes of nonperformance and to ameliorate the effects of such nonperformance as promptly as practicable thereafter and upon termination of all applicable events of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. When an event of Force Majeure arises, the Parties shall discuss what, if any, modification of the terms of this Agreement may be required in order to arrive at an equitable solution. No Party shall be liable to the other Party for any direct, indirect, consequential, incidental, special, punitive, exemplary or other damages arising out of or from any act, omission, relating to the suspension or circumstance by or in consequence termination of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required duties under this Agreement by reason of the Force Majeure event. Each Party shall use its best efforts to mitigate the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure an event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementMajeure.

Force Majeure. Except as otherwise expressly set forth in this Agreement, neither Party nor any of its Affiliates shall be deemed to have breached this Agreement for failure or delay in fulfilling or performing any term or any obligation of this Agreement if such failure or delay is caused by or results from Force Majeure. A Party shall not be considered under no obligation to settle a strike, labor stoppage, lockout, or any other labor trouble by entering into any agreement to settle any thereof and until any such matter is settled to the satisfaction of the affected Party, such matter shall continue to be in default deemed Force Majeure. The Party affected, or breach of this Agreementthe Party whose Affiliate is affected, and by Force Majeure shall be excused from performance or liability for damages to without undue delay notify the other Party, if explaining the nature, details and expected duration of Force Majeure. Such Party shall also notify the other Party, from time to time, as to when the affected Party or its affected Affiliate reasonably expects to resume performance in whole or in part of its or its Affiliate’s obligations under this Agreement (or, for clarity herein, the Quality Agreement), and to notify the extent it shall be delayed in or prevented from performing or carrying out any other Party of the provisions cessation of this Agreement, arising out of or from any act, omissionForce Majeure. A Party affected by Force Majeure shall use, or circumstance by or in consequence of any act of Godcause its affected Affiliate to use, labor disturbanceits commercially reasonable efforts to remedy, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulationremove, or restriction imposed by governmentalmitigate Force Majeure, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure, with all reasonable dispatch. If a Party anticipates that Force Majeure eventmay occur, remedy its inability to perform, and resume full performance of its obligations hereunder. A such Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of the nature, details and expected duration thereof. Upon cessation of Force Majeure Event”) as soon as reasonably practicable specifying Majeure, the cause performance of any suspended or delayed obligation or duty shall without undue delay recommence. Any and all of the event, foregoing shall also apply to a Party to the scope extent that an Affiliate of commitments such Party is performing or providing any service (including as referred to under Section 3.3) or work in connection with the Agreement affected by the event, and obligations of a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementParty.

Force Majeure. A In the event that a Party is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including without limitation acts of God, fire, explosion, accident, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster or riot) (each, a “Force Majeure Event”), such Party shall not be considered obligated to be in default deliver (or breach of this Agreementtimely deliver, as applicable) the affected Services during such period, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled obligated to suspend performance of its obligations in any greater scope or pay for any longer duration than is required by Services not delivered. Upon the Force Majeure event. Each Party shall use its best efforts to mitigate the effects occurrence of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected affected Party promptly shall not be relieved give written notice to the other Party of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date Event upon which it intends to rely to excuse its performance and of the Notice expected duration of such Force Majeure Event. The duties and obligations of the affected Party with regard to the Services hereunder that are directly affected by such Force Majeure Event shall be tolled for the duration of the Force Majeure Event, but only to the extent that the Force Majeure Event prevents the affected Party from performing its duties and obligations hereunder and in no event shall such duties and obligations be tolled beyond expiration of the Term. During the duration of the Force Majeure Event, the Non-Affected affected Party shall be entitleduse its reasonable business efforts to mitigate, avoid or remove such Force Majeure Event and shall use its reasonable business efforts to resume its performance under this Agreement with the least practicable delay. From and during the occurrence of a Force Majeure Event, the other Party may replace the affected Services by providing such Services for itself or engaging a third party to provide such Services at its the other Party’s sole discretion, to terminate the Agreementcost and expense.

Force Majeure. A Neither Party shall will be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in achieving any objective, satisfying any condition, or performing any obligation under this Agreement to the extent that such failure or delay is caused by or results from acts or events beyond the reasonable control of such Party, including acts of God, embargoes, war, acts of war (whether war be declared or not), terrorism, insurrections, riots, civil commotions, strikes, lockouts, or other labor disturbances (other than strikes, lockouts, or labor disturbances involving a Party’s own employees), government actions, fire, earthquakes, floods, epidemics, pandemics, the spread of infectious diseases, and quarantines (“Force Majeure”) and for so long as such failure or delay continues to be caused by or result from such Force Majeure. The Parties agree the effects of the COVID-19 pandemic that is ongoing as of the Effective Date (including related government orders) may not be considered to be in default or breach invoked as a Force Majeure for the purposes of this Agreement, because the pandemic is ongoing and shall those effects may be reasonably foreseeable as of the Effective Date. Notwithstanding the foregoing, a Party will not be excused from performance or liability for damages making payments owed hereunder due to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereundercircumstances affecting such Party. A The affected Party suffering a Force Majeure event (“Affected Party”) shall will notify the other Party (“Non-Affected Party”) in writing (“Notice of any Force Majeure Event”) circumstances as soon as reasonably practicable specifying the cause of the eventpractical, the scope of commitments under the Agreement affected by the event, and will provide a good faith estimate of the time required period for which its failure or delay in performance under this Agreement is expected to restore full performance. Except for those commitments identified in the Notice of continue based on currently available information, and will undertake reasonable efforts necessary to mitigate and overcome such Force Majeure Event, the Affected Party shall not be relieved circumstances and resume normal performance of its responsibility to fully perform obligations hereunder as to all other commitments in soon a reasonably practicable under the Agreementcircumstances. If the Force Majeure event continues for continues, then the affected Party will update such notice to the other Party on a period weekly basis to provide updated summaries of more than 90 days from the date its mitigation efforts and its estimates of the Notice of Force Majeure Event, the Non-Affected Party shall when normal performance under this Agreement will be entitled, at its sole discretion, able to terminate the Agreementresume.

Force Majeure. A Subject to the remainder of Clause 40. (and, in relation to the Supplier, subject to its compliance with any obligations in Clause 15. (Business Continuity and Disaster Recovery)), a Party shall not be considered to be in default or breach of this Agreement, and shall be excused may claim relief under Clause 40. from performance or liability for damages failure to the other Party, if meet its obligations under this Call Off Contract for as long as and only to the extent it shall be delayed in or prevented from performing or carrying out any that the performance of the provisions of this Agreement, arising out of or from any act, omission, or circumstance those obligations is directly affected by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Any failure or delay by the Supplier in performing its obligations under this Call Off Contract which results from a failure or delay by an agent, Sub-Contractor or supplier shall use reasonable diligence be regarded as due to remove a Force Majeure Event only if that agent, Sub-Contractor or supplier is itself impeded by a Force Majeure Event from complying with an obligation to the condition that prevents performance Supplier. The Affected Party shall as soon as reasonably practicable issue a Force Majeure Notice, which shall include details of the Force Majeure Event, its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect. If the Supplier is the Affected Party, it shall not be entitled to suspend performance claim relief under Clause 40. to the extent that consequences of its obligations the relevant Force Majeure Event: are capable of being mitigated by any of the provision of any Services, including any BCDR Services, but the Supplier has failed to do so; and/or should have been foreseen and prevented or avoided by a prudent provider of services similar to the Services, operating to the standards required by this Call Off Contract. Subject to Clause 40.5, as soon as practicable after the Affected Party issues the Force Majeure Notice, and at regular intervals thereafter, the Parties shall consult in good faith and use reasonable endeavours to agree any greater scope or for any longer duration than is required steps to be taken and an appropriate timetable in which those steps should be taken, to enable continued provision of the Services affected by the Force Majeure eventEvent. Each Party The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use its best efforts their respective reasonable endeavours to prevent and mitigate the effects of such the Force Majeure eventEvent. Where the Supplier is the Affected Party, remedy its inability it shall take all steps in accordance with Good Industry Practice to performovercome or minimise the consequences of the Force Majeure Event. Where, and resume full performance as a result of its obligations hereunder. A Party suffering a Force Majeure event Event: an Affected Party fails to perform its obligations in accordance with this Call Off Contract, then during the continuance of the Force Majeure Event: the other Party shall not be entitled to exercise any rights to terminate this Call Off Contract in whole or in part as a result of such failure unless the provision of the Services is materially impacted by a Force Majeure Event which endures for a continuous period of more than ninety (“90) days; and the Supplier shall not be liable for any Default and the Customer shall not be liable for any Customer Cause arising as a result of such failure; the Supplier fails to perform its obligations in accordance with this Call Off Contract: the Customer shall not be entitled: during the continuance of the Force Majeure Event to exercise its step-in rights under Clause 38.(b) and 38.(c) (Customer Remedies for Default) as a result of such failure; to receive Delay Payments pursuant to Clause 6.4 (Delay Payments) to the extent that the Achievement of any Milestone is affected by the Force Majeure Event; and to withhold and retain any of the Call Off Contract Charges as Compensation for Critical Service Level Failure pursuant to Clause 14. (Critical Service Level Failure) to the extent that a Service Level Failure or Critical Service Level Failure has been caused by the Force Majeure Event; and the Supplier shall be entitled to receive payment of the Call Off Contract Charges (or a proportional payment of them) only to the extent that the Services (or part of the Services) continue to be provided in accordance with the terms of this Call Off Contract during the occurrence of the Force Majeure Event. The Affected Party”) Party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying after the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract. Relief from liability for the Affected Party under Clause 40. shall end as soon as the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract and shall not be relieved dependent on the serving of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementnotice under Clause 40.7.

Force Majeure. A Party The parties shall not be considered responsible or liable for their failure or delay in performance of their obligations under this Agreement arising out of or caused by circumstances beyond their reasonable control, including, without limitation, earthquakes, floods, fires, tornadoes, or similar acts of God, any interruption, loss or malfunction or any utility, transportation, communication service, delay in mails, functions or malfunctions of the Internet, changes in governmental or exchange action, statute, ordinance, rulings, regulation or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism or explosions; provided, however, that in order to be in default or breach of this Agreement, and shall be so excused from performance such failure or liability for damages delay to perform, the party so affected must (a) give notice of the cause of such failure or delay to the other Partyparty as promptly as practicable, if (b) act diligently to remedy the cause of such failure or delay, and (c) execute all reasonable actions as may be appropriate to the extent it shall be delayed in or prevented from performing or carrying out any of continue performance under this Agreement. Notwithstanding the provisions of this AgreementSection 20.10, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and Agent shall not be entitled to suspend excused for its failure or delay in the performance of its obligations in any greater scope or for any longer duration than is required by under this Agreement to the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying extent that the cause of such failure or delay is an event that the eventcontingencies implemented in connection with the Business Contingency Plan (including, without limitation, contingencies arranged with the scope Disaster Recovery Provider and the Crisis Management Center) are intended to mitigate, unless the cause of commitments under such failure or delay impairs the Agreement affected contingency contemplated by the eventBusiness Contingency Plan to mitigate such cause. This section shall not apply to and shall not excuse failures to perform to the extent such failures would not have occurred had the Agent (1) provided reasonable maintenance of equipment and installed and maintained an "Uninterrupted Power Supply" or "UPS" facility unless such UPS facility fails, and a good faith estimate is insufficient or is damaged through no fault of the time required to restore full performance. Except for those commitments identified Agent or (2) made and implemented Modifications as contemplated in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the this Agreement.

Force Majeure. Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under this Agreement (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under this Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under this Agreement for a period in excess of three (3) Months, the Party not suffering from Force Majeure may terminate this Agreement with immediate effect by notice in writing. Any failure or delay by the Supplier in performing its obligations under this Agreement which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. A Party cannot claim relief in respect of Force Majeure pursuant to this clause 31 (Force Majeure) where the Force Majeure in question is attributable to its wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause 31.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue. Environmental Requirements The Supplier shall comply in all material respects with all applicable environmental Laws in force from time to time in relation to the Services. Without prejudice to the generality of the foregoing, the Supplier shall: when working on the Premises, perform its obligations under this Agreement in accordance with the Commissioner's environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment; and promptly provide all such information regarding the environmental impact of the Services as may be reasonably requested by the Commissioner. The Supplier shall meet all reasonable requests by the Commissioner for information evidencing compliance with the provisions of this clause 32 (Environmental Requirements) by the Supplier. SECTION I - INDEMNITIES, LIABILITIES AND INSURANCE indemnities Subject to clauses 34.2 and 34.3, the Supplier shall indemnify the Commissioner and keep the Commissioner indemnified fully against all Losses (including legal fees) which may arise out of, or in consequence of, any IPR Claim, the supply of the Services or the performance or non-performance by the Supplier of its obligations under this Agreement or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. LIMITATIONS of LIABILITY Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence or that of its employees, agents or sub-contractors (as applicable); or Fraud or fraudulent misrepresentation by it or its employees; or any breach of any obligations as to title implied by Section 2 of the Supply of Goods and Services Xxx 0000. The Supplier shall not be considered to be in default responsible for any injury, loss, damage, cost or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, expense if and to the extent that it is caused by the negligence or wilful misconduct of the Commissioner or by breach by the Commissioner of its obligations under this Agreement. Subject always to clause 34.1, the Supplier's liability for Defaults shall be delayed subject to the following financial limits: in respect of the indemnity in clause 9.2 (Tax) and the indemnity in clause 33.1 for all Losses (including legal fees) which may arise out of, or prevented in consequence of, any IPR Claim, shall be unlimited; in respect of all other Defaults (other than those governed by clause 34.3.1) shall in no event exceed the greater of one hundred per cent (125%) of the Contract Price paid or payable by the Commissioner to the Supplier in the year in which the liability arises. Subject always to clause 34.1, the Commissioner's total aggregate liability under this Agreement, in addition to its obligation to pay the Contract Price, shall in no event exceed the Contract Price paid of properly invoiced in the 12 month period immediately preceding the event giving rise to the liability. Subject always to clause 34.1, in no event shall either Party be liable to the other for any: loss of profits, business, revenue or goodwill; and/or indirect, special or consequential loss or damage. Subject to clause 34.3 the Commissioner may recover as a direct loss: any additional operational, marketing, public relations and/or administrative costs and expenses arising from performing the Supplier's Default; any wasted expenditure or carrying charges rendered unnecessary and/or incurred by the Commissioner arising from the Supplier's Default; the additional cost of procuring Replacement Services for the remainder of the Term; and/or any anticipated savings. Insurance Requirements The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of its performance of its obligations under this Agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. Such insurance shall be maintained for the duration of the Term and for a minimum of six (6) years following the expiration or earlier termination of this Agreement. The Supplier shall hold employer's liability insurance in respect of Staff in accordance with all applicable Laws in force from time to time. The Supplier shall give the Commissioner, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Supplier fails to give effect to and maintain the insurances required by this clause 35 (Insurance Requirements) the Commissioner may make alternative arrangements to protect its interests and may recover the reasonable costs of such arrangements from the Supplier. The Supplier shall effect and maintain appropriate professional indemnity insurance cover during the Term and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Services do the same. Such insurance shall be maintained for a minimum of six (6) years following the expiration or earlier termination of this Agreement. The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under this Agreement. It shall be the Supplier's responsibility to determine the amount of insurance cover that will be adequate to enable it to satisfy any liability referred to in clause 33 (Indemnities). SECTION J - TERM, TERMINATION AND EXIT MANAGEMENT Term This Agreement shall take effect on the Commencement Date and shall expire automatically 36 months following the Commencement Date unless terminated at an earlier date by operation of Law or in accordance with the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the PartyAgreement ("Term"). A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.Termination rights

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

Force Majeure. A Party shall not be considered to be in default or breach For purposes of this Agreement, and “Force Majeure Event” shall be excused from performance mean Acts of God; war; acts of the public enemy; terrorism; riot; civil commotion; sabotage; extreme weather events (but shall not include weather events which occur or liability for damages are reasonably expected to occur in the other Partyrelevant area); federal, state, or municipal action or regulation; general strikes unrelated to affected party’s practices, methods or dispute with labor; fire; floods; epidemics; earthquakes; quarantine restrictions; embargos; or hazardous materials existing on the Project site prior to mobilization by Contractor or its subcontractors to such site, but only if and to the extent it shall that (a) such circumstance or event, despite the commercially reasonable exercise of due diligence, cannot be delayed in prevented, avoided or prevented from performing removed by the affected party, (b) such circumstance or carrying out event is not due to the affected party’s negligence or willful misconduct, (c) such circumstance or event is not the result of any failure of the affected party to perform any of the provisions of its obligations under this Agreement, arising out (d) the affected party has taken all reasonable precautions, due care, and reasonable alternative measures to avoid the effect of such event and to mitigate the consequences thereof upon its occurrence, and (e) the affected party has given the other party prompt written notice under this Agreement describing such circumstance or from any actevent, omissionthe effect thereof and the actions being taken to comply with this Agreement. For the avoidance of doubt, an inability to pay a party or circumstance by its suppliers or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance subcontractors is not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and Event. Force Majeure also shall not be entitled include (i) shortages, cost increases, delays, breakage, improper handling, failures or unavailability of equipment or materials, except to suspend performance the extent directly resulting from any cause described the in the next preceding paragraph, (ii) shortages, unavailability or cost increases of its obligations in any greater scope labor or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure eventmanpower, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”iii) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause financial problems of the eventaffected party (including, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice case of Force Majeure EventContractor, subcontractors) or acts, events or conditions to the Affected Party shall extent arising therefrom, (iv) strikes, labor disputes, boycotts or lockouts directed against Contractor or any subcontractor, except as part of a national or regional strike, or (v) unfavorable weather, except weather events under which performing the Work would not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementsafe.

Force Majeure. A Party shall will not be considered to be in default or breach of this AgreementAgreement or liable to the other Party for any interruption or delay in performance under this Agreement to the extent caused by an event outside of the ability of the performing Party to foresee and avoid with the exercise of commercially reasonable efforts (such an event is referred to at times as an event of “Force Majeure”). Examples of events of Force Majeure include, without limitation: natural disasters; war; acts of terrorism; government action; accident; strikes, slowdowns and shall other labor disputes; shortages in or inability to obtain material, equipment, transportation or labor; any breach, negligence, criminal misconduct or other act or omission of any third-party; fire or other insured or uninsured casualty. A Party whose performance is interrupted or delayed by an event of Force Majeure will be excused from the interruption or delay in performance or liability during the event of Force Majeure and for damages to a commercially reasonable period of additional time after the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any event of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of Force Majeure that the Party or property or equipment needs to recover from the event of others which is deemed under the Operational Control of the Party. A Force Majeure and restore performance. Notwithstanding the foregoing, a Party will only be excused for an interruption or delay in performance under this Subsection for an event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove only if the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”1) shall notify promptly notifies the other Party (“Non-Affected Party”) in writing (“Notice of the event of Force Majeure Event”) as soon as and provides information reasonably practicable specifying requested by the cause other Party regarding the event of Force Majeure, the efforts undertaken by the Confidential Treatment Requested by Xxxxxxxx Consumer Products Inc. Pursuant to 17 C.F.R. Section 200.83 Party to foresee and avoid interruption or delay in its performance before the occurrence of the event, the scope of commitments under the Agreement affected by to mitigate interruption or delay in performance during the event, and a to recover from and restore performance following the event; and (2) the Party exercises commercially reasonable efforts to mitigate, recover from and restore performance following the event of Force Majeure. During, and while recovering from and restoring performance following, an event of Force Majeure, Seller will act in good faith estimate in allocating its available manufacturing capacity to supply products to Buyer under this Agreement and any products to other customers of the time required to restore full performanceSeller. Except for those commitments identified in the Notice If an event of Force Majeure Event, the Affected Party shall not be relieved of its responsibility interrupts or delays Seller from supplying a product to fully perform as to all other commitments Buyer under this Agreement in the Agreementquantities and timetable required by Buyer, Buyer may cancel any unfilled orders for the product with Seller and procure the required quantities of the product from one or more other sources until Seller has recovered from and restored its ability to perform following the event of Force Majeure. If the Force Majeure interruption or delay in the supply of a product to Buyer under this Agreement caused by an event continues for a period of more than 90 days from the date of the Notice of Force Majeure Eventhas exceeded, or is reasonably likely to exceed, thirty (30) days, Buyer may enter into longer term supply agreements or make other arrangements to procure the Non-Affected required quantities of the product from one or more other sources for a duration and on terms acceptable to Buyer in its good faith discretion. In such a circumstance, Buyer will not have to resume purchasing the product from Seller under this Agreement until Seller has recovered from and restored its ability to perform following the event of Force Majeure and the longer term agreements or other arrangements have expired or Buyer is able to end them without liability. This Subsection will not excuse nor extend a deadline by which a Party shall be entitled, at its sole discretion, to terminate the Agreementmust pay an amount owed under this Agreement or Applicable Law or by which a Party must exercise any right or remedy under this Agreement or Applicable Law.

Force Majeure. A Party No party shall not be considered liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in default fulfilling or breach performing any term of this Agreement, and shall be excused from performance or liability for damages to the other Party, if when and to the extent it shall be delayed in such failure or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance delay is caused by or in consequence of any act results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, Acts of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosionor other natural disaster; epidemic or pandemic; war, epidemicthreat of or preparation for war, breakage armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or accident to machinery similar actions; terrorist attack, civil war, civil commotion or equipment riots; nuclear, chemical or biological contamination or sonic boom; any law or government order, rule, regulation or direction, or any other cause action taken by a government or causes beyond such Party’s reasonable controlpublic authority, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance but not limited to those listed above upon imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; fire, explosion or accidental damage by a third party; loss during transportation; adverse weather conditions; interruption or failure of utility service, including but not limited to electric power, gas or water; any labor dispute, including but not limited to walkouts, strikes, industrial action or lockouts (other than by DYWIDAG's employees); non-performance by DYWIDAG's suppliers, inability to obtain raw materials; and unexpected failure of plant machinery, machinery, computers or vehicles, and other similar events beyond the property or equipment reasonable control of the Party or property or equipment of others which is deemed under the Operational Control of the Impacted Party. A Force Majeure event does not include an act The Impacted Party shall give written notice of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure eventEvent to the other party, stating the period of time the occurrence is expected to continue. Each The Impacted Party shall use its best diligent efforts to mitigate end the failure or delay and ensure the effects of such Force Majeure event, remedy its inability to performEvent are minimized, and in respect of Seller’s delivery of Goods, Seller shall not reduce quantities supplied by any greater proportion than that by which availability is reduced to it nor shall Seller give DYWIDAG’s requirements any less priority than any other purchaser of Goods (as Seller shall evidence if so requested). The Impacted Party shall resume full the performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying after the cause removal of the event, cause. In the scope of commitments under event that the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues Impacted Party’s failure or delay remains uncured for a period of more than 90 days from the date of the Notice of Force Majeure Eventfollowing written notice given by it under this Section 20, the Non-Affected Party shall be entitled, at its sole discretion, DYWIDAG may thereafter terminate this Agreement without penalty upon written notice to terminate the AgreementSeller.

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

Force Majeure. A Neither the Providing Party nor any Third Party providing any Services shall not be considered liable for any interruption, delay or failure to be in default or breach of fulfill any obligation under this Agreement, and shall be excused from performance including any interruption, delay or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence failure of any act of GodService or the quality or quantity thereof if such interruption, labor disturbance, sabotage, delay or failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or results from causes beyond such Party’s its reasonable control, including acts of God, acts of any curtailmentpublic enemy, orderfloods, regulationriots, fires, epidemics, pandemics, sabotage, civil commotion or restriction imposed civil unrest, interference by governmentalGovernmental Authorities, military declaration, continuation, escalation or lawfully established civilian authoritiesacts of war or terrorism, strike, walkout, lockout or by making other labor dispute, failure or shortage of repairs necessitated by an emergency circumstance not limited to those listed above upon energy sources, raw materials or components or other similar events outside the property or equipment control of the Providing Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other applicable Third Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying ). Upon the cause occurrence of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Providing Party shall not be relieved (or in the case of a Force Majeure Event affecting any Third Party providing Services, shall request such Third Party to) reasonably promptly notify the Receiving Party of the Force Majeure Event and the estimated extent and duration of its responsibility inability to fully perform its obligations. The Providing Party (or such Third Party) shall reasonably promptly notify the Receiving Party upon the cessation of any Force Majeure Event and shall resume the performance of the applicable Services as soon as reasonably practicable. The Providing Party shall use its commercially reasonable efforts to all minimize the effect of the Force Majeure Event on its obligations hereunder; provided that nothing in this Section 2.10 shall be construed to require the settlement of any strike, walkout, lockout or other commitments labor dispute on terms that, in the Agreementreasonable judgment of the Providing Party, are contrary to its interests. If the Force Majeure event continues for a period of more than 90 days from the date Providing Party or any relevant Third Party is unable to provide any of the Notice of Services due to a Force Majeure Event, the Non-Affected Parties shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory. During the period of any such Force Majeure Event, the Receiving Party shall be entitledfree to acquire such Services from an alternate source, at its the Receiving Party’s sole discretioncost and expense, for such period and during the continuation of any agreement entered into with such alternate source. For the avoidance of doubt, the Receiving Party shall not be obligated to terminate pay the AgreementProviding Party for those Services during the period when the Providing Party is not itself providing, or providing through a Third Party, such Services (and the Parties shall engage in good faith discussions to determine the applicable portion of the Fee applicable to such Services, if such Services are Corporate Services).

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

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

Force Majeure. A Party Force Majeure shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to mean any cause beyond the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any reasonable control of the provisions of party whose performance under this AgreementAgreement is affected, arising out of or from any act, omission, or circumstance by or in consequence of any act including but not limited to acts of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, explosion, wind storm, snow, flood, icestrikes, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulationlabor disputes, or restriction imposed action by governmental, military or lawfully established civilian authorities, or governments not party to this Agreement. It is mutually understood and agreed by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event parties that TFC Recycling shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance relieved of its obligations in obligation under this Agreement during any greater scope period or for any longer duration than is required by periods of time when Force Majeure, render impossible its performance under this Agreement. Upon the occurrence of an event of Force Majeure event. Each Party Majeure, TFC Recycling shall use its best efforts to mitigate promptly give the effects of such Force Majeure event, remedy its inability to perform, and resume full performance Authority notice of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventbest, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the period of time required it expects Force Majeure to restore full performancerender impossible its performance hereunder. Except Should TFC Recycling be unable to render performance under this Agreement by reason of Force Majeure, the Authority shall have the right to secure another vendor to perform any or all portions of the service provided by TFC Recycling under this Agreement for those commitments identified the period of expected Force Majeure set forth in the Notice notice from TFC Recycling described herein. The Authority and the participating local jurisdictions supporting the Authority in this Agreement shall have the right to negotiate for alternative service to be provided by any other vendor during Force Majeure. In the event the period of Force Majeure Eventshould end prior to the expiration of this alternative service Agreement, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments Authority, in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, shall have the right to terminate continue service during the Agreementnotice period with any alternate vendor procured during the notice period or instruct TFC Recycling to resume services notwithstanding anything herein to the contrary. The Authority shall resume service with TFC Recycling according to the terms of this Agreement after expiration of the notice period. At any time that Force Majeure is in effect, it is understood by the parties to this Agreement that the Authority shall not be obligated to pay service fees to TFC Recycling for any or all service interrupted by reason of Force Majeure other than for work already completed.

Force Majeure. A Party 16.1 Neither LLC nor HHNEC shall be liable in damages for failure to deliver or for delay in delivery or performance arising out of causes beyond its reasonable control including, but not be considered limited to, war, acts of God, acts of terrorism, civil disturbance, fire, flood, earthquake, epidemic, quarantine restrictions, unusually severe weather, acts or defaults of common carriers, freight embargoes, strike or other labor trouble, lack of or inability to obtain raw materials, transportation, labor, fuel or supplies; power outages, governmental laws, acts, regulations, embargoes, or orders (whether or not such later prove to be in default invalid), or breach any other cause, contingency or circumstance within or without the United States not subject to such party’s reasonable control (a “Force Majeure Event”). The party suffering a Force Majeure Event shall promptly notify the other party of this Agreement, and such Force Majeure Event. A party shall be excused from its performance or liability for damages to the extent caused by such Force Majeure Event; provided that such party (i) gives notice of the Force Majeure Event to the other Partyparty promptly after its occurrence, if (ii) uses its reasonable efforts (including executing any disaster plan) to overcome, mitigate and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the eventevent preventing or delaying performance, (iii) continues the scope performance of commitments all its obligations under the this Agreement affected by the event, that are not prevented or delayed and a good faith estimate (iv) upon cessation of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, promptly performs or completes performance of the Affected Party shall not be relieved obligations which were prevented or delayed. In the event HHNEC’s inability to perform continues for one hundred twenty (120) days, or more from notification to LLC of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period Event, LLC shall have the right to terminate its obligations to HHNEC with no further liability under this Agreement upon prompt written notice. The take or pay obligations of more than 90 days from Jazz shall be suspended upon the date of the Notice of Force Majeure Eventuntil the Force Majeure is cured, and if cured with 120 days of the Non-Affected Party first date of the Force Majeure the Jazz take or pay obligations shall be entitled, at its sole discretion, extend to terminate cover the Agreementamounts not received during such suspension.

Force Majeure. A Subject to the remainder of Clause 40 (and, in relation to the Supplier, subject to its compliance with any obligations in Clause 15 (Business Continuity and Disaster Recovery)), a Party shall not be considered to be in default or breach of this Agreement, and shall be excused may claim relief under Clause 40 from performance or liability for damages failure to the other Party, if meet its obligations under this Call Off Contract for as long as and only to the extent it shall be delayed in or prevented from performing or carrying out any that the performance of the provisions of this Agreement, arising out of or from any act, omission, or circumstance those obligations is directly affected by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event Event. Any failure or delay by the Supplier in performing its obligations under this Call Off Contract which results from a failure or delay by an agent, Sub-Contractor or supplier shall use reasonable diligence be regarded as due to remove a Force Majeure Event only if that agent, Sub-Contractor or supplier is itself impeded by a Force Majeure Event from complying with an obligation to the condition that prevents performance Supplier. The Affected Party shall as soon as reasonably practicable issue a Force Majeure Notice, which shall include details of the Force Majeure Event, its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect. If the Supplier is the Affected Party, it shall not be entitled to suspend performance claim relief under Clause 40 to the extent that consequences of its obligations the relevant Force Majeure Event: are capable of being mitigated by any of the provision of any Services, including any BCDR Services, but the Supplier has failed to do so; and/or should have been foreseen and prevented or avoided by a prudent provider of services similar to the Services, operating to the standards required by this Call Off Contract. Subject to Clause 40.5, as soon as practicable after the Affected Party issues the Force Majeure Notice, and at regular intervals thereafter, the Parties shall consult in good faith and use reasonable endeavours to agree any greater scope or for any longer duration than is required steps to be taken and an appropriate timetable in which those steps should be taken, to enable continued provision of the Services affected by the Force Majeure eventEvent. Each Party The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use its best efforts their respective reasonable endeavours to prevent and mitigate the effects of such the Force Majeure eventEvent. Where the Supplier is the Affected Party, remedy its inability it shall take all steps in accordance with Good Industry Practice to performovercome or minimise the consequences of the Force Majeure Event. Where, and resume full performance as a result of its obligations hereunder. A Party suffering a Force Majeure event Event: an Affected Party fails to perform its obligations in accordance with this Call Off Contract, then during the continuance of the Force Majeure Event: the other Party shall not be entitled to exercise any rights to terminate this Call Off Contract in whole or in part as a result of such failure unless the provision of the Services is materially impacted by a Force Majeure Event which endures for a continuous period of more than ninety (“90) days; and the Supplier shall not be liable for any Default and the Customer shall not be liable for any Customer Cause arising as a result of such failure; the Supplier fails to perform its obligations in accordance with this Call Off Contract: the Customer shall not be entitled: during the continuance of the Force Majeure Event to exercise its step-in rights under Clause 38.1.1(b) and 38.1.1(c) (Customer Remedies for Default) as a result of such failure; to receive Delay Payments pursuant to Clause 6.4 (Delay Payments) to the extent that the Achievement of any Milestone is affected by the Force Majeure Event; and to withhold and retain any of the Call Off Contract Charges as Compensation for Critical Service Level Failure pursuant to Clause 14 (Critical Service Level Failure) to the extent that a Service Level Failure or Critical Service Level Failure has been caused by the Force Majeure Event; and the Supplier shall be entitled to receive payment of the Call Off Contract Charges (or a proportional payment of them) only to the extent that the Services (or part of the Services) continue to be provided in accordance with the terms of this Call Off Contract during the occurrence of the Force Majeure Event. The Affected Party”) Party shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying after the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract. Relief from liability for the Affected Party under Clause 40 shall end as soon as the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Call Off Contract and shall not be relieved dependent on the serving of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementnotice under Clause 40.7.

Force Majeure. A Party shall not be considered to be in default or breach of this Agreement, and Neither party shall be excused from performance or liability for damages liable to the other Party, if and for failure or delay in making or accepting delivery under the Agreement or a Confirmation to the extent it that such failure or delay may be due to Force Majeure. Force Majeure shall be delayed in include any cause reasonably beyond the control of a party, including, but not limited to, compliance with acts, orders, regulations or prevented from performing requests of any national, federal, state or carrying out local civilian or military authority or any other persons purporting to act therefor; war (whether or not declared), embargo; civil insurrection, riots; strikes; labor difficulties; actions of the elements; natural disasters, fire, explosion, mechanical breakdowns, recognized health threats as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or other similar infectious diseases), any government order, law or restriction related thereto, or any other causes reasonably beyond the control of such party, or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the provisions of this Agreementforegoing, arising out of or from any actin each case, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Partyparty’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by control (a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying ). Lack of finances, loss of market, a downturn in the cause market price for the Product, and failure or inability of Buyer to resell or otherwise dispose of the eventProduct, the scope of commitments under the Agreement affected by the event, and will be deemed not to be a good faith estimate of the time required to restore full performanceForce Majeure Event. Except for those commitments identified in the Notice Upon occurrence of Force Majeure Event, the Affected Party affected party shall promptly notify the other party that a Force Majeure Event has occurred and its anticipated effect on performance, including its expected duration. The affected party shall furnish the non-affected party with periodic reports regarding the progress of the Force Majeure Event. The affected party shall use reasonable diligence to minimize damages and to resume performance. Seller shall not be relieved obligated to make up any deliveries omitted as a result of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of any Force Majeure Event. No Force Majeure Event shall relieve Buyer of any obligation to make payments with regard to Products that have been delivered under the Agreement or any Confirmation. Neither party, the Non-Affected Party along with its approved agents, carriers, or contractors, shall be entitledrequired to cross picket lines, at or otherwise endanger its sole discretion, employees or equipment to terminate fulfill a delivery under the AgreementAgreement or any Confirmation.

Force Majeure. A Neither Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages liable to the other PartyParty for any delay in performing, if and or failure to perform, its obligations under this Agreement (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under this Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under this Agreement for a period in excess of three (3) Months, the Party not suffering from Force Majeure may terminate this Agreement with immediate effect by notice in writing. Any failure or delay by the Supplier in performing its obligations under this Agreement which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. A Party cannot claim relief in respect of Force Majeure pursuant to this clause 32 (Force Majeure) where the Force Majeure in question is attributable to its wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure. If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause 32.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue. Environmental Requirements The Supplier shall comply in all material respects with all applicable environmental Laws in force from time to time in relation to the Services. Without prejudice to the generality of the foregoing, the Supplier shall: perform its obligations under this Agreement using reasonable endeavours to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment; and promptly provide all such information regarding the environmental impact of the Services as may be delayed in or prevented from performing or carrying out any of reasonably requested by the Commissioner. The Supplier shall meet all reasonable requests by the Commissioner for information evidencing compliance with the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required clause 33 (Environmental Requirements) by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementSupplier.

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

Force Majeure. A Party shall not be considered to be in default If a party is prevented from or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any obligation under this Agreement by any cause beyond its reasonable control, excluding only lack of the provisions of this Agreementfinances, arising out of or from any actbut including, omissionwithout limitation, or circumstance by or in consequence of any act acts of God, labor disturbancestrikes, sabotagelockouts, failure of contractors or suppliers of materialsother industrial disputes, act acts of the public enemy, war, invasion, insurrection, riotriots, fire, storm, flood, ice, earthquake, explosion, epidemicgovernment restriction, breakage failure to obtain any approvals required from regulatory authorities or accident to machinery unavailability of equipment (provided the approvals were properly applied for or the equipment was sought in a timely way), interference by third party interests groups or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment whether of the Party kind enumerated above or property or equipment of others which is deemed under otherwise, then the Operational Control of time for the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or that obligation shall be extended for any longer duration than is required by a period equivalent to the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying total period the cause of the eventprevention or delay persists regardless of the length of such total period. The party that claims force majeure shall promptly notify the other party and shall take all reasonable steps to remove or remedy the cause of the prevention or delay insofar as it is reasonably able to do so and as soon as possible. The party claiming force majeure will provide the other party with a regular a written report summarizing events that have occurred and prospects for resolution, if the scope party, acting reasonably, believes that social or political unrest in the region of commitments the Property or the threat of that unrest will endanger the safety of its employees or the employees of its contractors if the operator were to continue with the Program unless such social or political unrest is caused by action or inaction by that party. If TCAM has been diligent in carrying out a Feasibility Study under the Agreement affected 12-2 or 13-1 Earn-Back but has been prevented or delayed from being able to complete such Feasibility Study effectively or efficiently by events (such as but not limited to an event described in the eventpreceding paragraph or by technical, and a good faith estimate engineering, permitting, local or social issues, or country/global financing issues) outside the control of TCAM, acting reasonably, then upon notice by TCAM to Fronteer the time limit for exercise of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party 12-2 or 13-1 Earn-Back shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for extended a period of more than 90 days from up to one year with the date right to extend for one additional year. In such event, TCAM will use commercially reasonable efforts to remove or remedy the impediment and will provide regular reports (at least semi-annually) on the status of the Notice factors giving rise to the extension and, if the event no longer prevents or delays the carrying out of Force Majeure Eventthe Feasibility Study, TCAM will promptly resume work on the Non-Affected Party shall be entitled, at its sole discretion, Property with the time extension being equal to terminate the Agreementperiod equivalent to the total period the cause of the prevention or delay persisted.

Force Majeure. A Force Majeure means an exceptional event or circumstance: which is beyond the control of the Party shall claiming Force Majeure; which the Party claiming Force Majeure could not reasonably have provided against before entering into the Agreement; which, having arisen, the Party claiming Force Majeure could not reasonably have avoided or overcome; and which is not substantially attributable to the Party seeking Force Majeure. Force Majeure may include, but is not limited to war, hostilities (whether war be considered declared or not), invasion, act of foreign enemies, epidemic, pandemic, ionising radiation, or contamination by radio-activity from any nuclear fuel, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds in an area which is not previously known to be subject to such aircraft flight, rebellion, terrorism, revolution, insurrection, military or usurped power or civil war, riot, civil commotion or disorder, strikes, lockout or labour unrest (except where solely restricted to employees of the Service Provider), bad weather conditions, weather related anomalous propagation or any circumstances beyond the reasonable control of the Party claiming Force Majeure. If either Party should be directed by the BAI or any other Competent Authority to suspend the Services for any reason, upon receipt of written notification to that effect signed by the Authorised Representative of the relevant Party, the Service Provider shall suspend the Services for the period so notified. Such suspension or cessation shall constitute Force Majeure. If the Party claiming Force Majeure is prevented or delayed from or in default or breach performing any of its obligations under this Agreement by Force Majeure in spite of reasonable endeavours to continue to perform its obligations under this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent then it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of the circumstances constituting the Force Majeure Event”) and of the obligations, performance of which, is thereby delayed or prevented. In the event of the failure by a Party to perform any of its obligations by reason of a Force Majeure, it shall use reasonable endeavours to recommence performance as soon as reasonably practicable specifying practicable. That Party shall also use reasonable endeavours to mitigate and/or eliminate the cause consequences of any event of Force Majeure and inform the other Party of the eventsteps which it is taking or proposing to do so. In the event of a Force Majeure event affecting a Party, the scope Party so affected shall be excused the performance of commitments under the Agreement specific obligation(s) affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice event of Force Majeure Event, for the Affected Party shall not be relieved length of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues only. During any period during which the Service Provider is excused performance for reason of a Force Majeure, the Tariff shall be reduced by such amount as is equitable paying due regard to the reduced level of the Services being provided and any cost savings in respect of the Service Provider’s provision of the Services from which it will benefit during the period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreementexcused performance.

Force Majeure. The Parties to this Agreement shall be excused from any failure or delay in the performance of their obligations if such obligations are prevented from being fulfilled due to Force Majeure. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Force Majeure, shall give notice and the full particulars of such Force Majeure to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this article shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the Force Majeure occurred and when the Force Majeure is reasonably expected to cease. The Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be considered required to be accede or agree to any provision not satisfactory to it in default order to settle and terminate a strike or breach of other labor disturbance. The Contractor, as identified in this Agreement, shall be consider a Party to this Agreement for purposes of this Force Majeure provision and shall be excused from any failure or delay in the performance or liability for damages to the other Party, of its obligations if and to the extent it shall be delayed in or such obligations are prevented from performing or carrying out being fulfilled due to Force Majeure. In such Contractor Force Majeure situations, Consumers Energy shall not be liable to Customer for any of the provisions damages incurred due to Contractor Force Majeure beyond those provided for in Section 13 of this Agreement, arising out of or from . A “Force Majeure” shall include any act, omissionevent, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of occurrence beyond the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, which the Party, despite its best efforts, is unable to prevent, avoid, overcome, delay or mitigate, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance but not limited to those listed above upon the property to: floods, epidemics, earthquakes, quarantine, blockade, war, insurrection or equipment of the Party civil strife or property or equipment of others which is deemed under the Operational Control of the Party. A terrorism, provided, however, that Force Majeure shall in no event does not include an act (i) failure of negligence Subcontractors or Intentional Wrongdoing Suppliers to deliver services, materials or components or receipt from any Subcontractor or Supplier of defective services, material or components unless same were themselves caused by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence Event; (ii) technological impossibility; (iii) a governmental act or failure to remove the condition that prevents performance and shall not be entitled act, or order or injunction, caused by any act or failure to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause act of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the AgreementSeller or any Subcontractor or Supplier; (iv) strikes or work stoppages; or (v) inclement weather.

Force Majeure. A Party 10.01 Neither Servicer nor Lender shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any acts of war, terrorism, civil riots or rebellions, fires, earthquakes, floods, storms, lightning, epidemics, quarantines, embargoes and other similar unusual governmental actions, extraordinary elements of nature or acts of God, expropriation or confiscation or property, failure or delay by carriers, judicial or governmental action, interference by civil and military authorities whether by legal proceeding or in fact and whether purporting to act under some constitution, decree, law, or otherwise, emergency regulation or labor dispute or unrest, provided that and only to the extent that Servicer or Lender could not reasonably circumvent the failure or delay through the use of commercially reasonable alternate sources, workaround plans or other means (“Force Majeure”). An event shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and a Force Majeure event to the extent it shall be delayed in or prevented from performing or carrying out any that proper implementation of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of Business Continuity Plan (as defined below) would have enabled the Party or property or equipment to continue performance hereunder in a timely manner. The occurrence of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use not excuse any Party from having in place reasonable diligence to remove the condition that prevents performance safeguarding plans and shall not be entitled to suspend performance procedures adequate for protecting all Proprietary Information and NPPI of its obligations in Lender. Notwithstanding any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects other provision of such Force Majeure eventthis Section, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event shall obligate and require the affected Party to commence its Disaster Recovery Plan (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of as defined below). If any Force Majeure Event”) as soon as reasonably practicable specifying the cause event prevents, hinders or delays performance of the eventcritical Services for more than three (3) Business Days or results in data loss in excess of forty-eight (48) hours, the scope of commitments under the Agreement Lender may procure any affected by the event, Services from an alternate source at Lender’s cost and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreementexpense. If the Force Majeure event continues to prevent, hinder or delay performance of any Services which are of a critical nature for an additional four (4) Business Days, Lender shall have the right to terminate this Agreement on not less than fifteen (15) days prior written notice to Servicer, provided that Servicer will be responsible to continue Services up to the effective date of such termination. Lender shall not be required to pay any Early Termination or Record Return/Deconversion Fees for a period termination of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, this Agreement pursuant to terminate the Agreementthis Section.