Common use of MAJEURE Clause in Contracts

MAJEURE. 31.1 For the purposes of this Agreement, Force Majeure means any of the following events or circumstances: 31.1.1 war, civil war, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is the source or the cause of the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason of the Force Majeure it is not able to perform its obligations under this Agreement. For the avoidance of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 it shall take all reasonable steps to mitigate the consequences of such an event upon the performance of its obligations under this Agreement, resume performance of its obligations affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.

MAJEURE. 31.1 Buyer shall not be liable for failure to perfom1 any of its obligations, other than making payments due under Section 2, during any period in which performance is prevented, in whole or in part, by causes herein termed Force Majeure. For the purposes of this Agreement, the termed "Force Majeure means any Majeure" shall include labor disputes; acts of God; action of the following events elements, including inclement weather, floods, slides, cave-ins, sinkholes, earthquakes and drought; laws, rules, regulations, orders, directives and requests of governmental bodies or circumstances: 31.1.1 agencies; acts of war or conditions arising out of or attributable to war, whether declared or undeclared: riot; civil warstrife; fire; explosion; or any other cause whether similar or dissimilar to the foregoing. except for the inability to meet financial commitments. If Buyer invokes the provisions of this Section, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is Buyer shall give notice of the source commencement of the circumstances giving rise to such Force Majeure. The time for discharging Buyer's obligations with respect to the prevented Billali J▇▇ ▇▇▇▇, Imperial Mine Purchase Agreement January 2019 performance, or the cause of time within which Buyer must undertake or complete any activity, shall then be extended for the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason of the Force Majeure it is not able to perform its obligations under this Agreement. For the avoidance of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 it shall take all reasonable steps to mitigate the consequences of such an event upon the performance of its obligations under this Agreement, resume performance of its obligations affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event period of Force Majeure. Such initial 9NOTICES AND METHODS OF MAKING PAYMENTS A Notices. Any required notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice or communication shall be served in writing and shall be effective when personally delivered (including delivery by the party claiming relief on the other party within a further five (5express courier service) Business Days which shall contain such relevant information relating to the failure following addresses, or when addressed as follows and deposited, postage prepaid, in the United States mail for certified delive1y: If to perform (or delay in performing) as is availableSeller:Billali Mine LLC J ▇ Imperial, including (without limitation) the effect of the event of Force Majeure on the ability of the LLC P.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Billali Mine LLC P.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ If to Buyer:Mineral Acquisitions, LLC P.▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Either party to performmay, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any by notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party given as soon as reasonably possible. 31.9 Nothing in aforesaid, change its mailing address for future notices. 10CONFIDENTIALITY Seller shall not, without the express written consent of Buyer not to be unreasonably withheld, disclose any information concerning the terms of this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to or operations conducted under this Agreement which may be equitable having regard (except information and data that is generally available to the nature of an event or events of Force Majeurepublic), nor issue any press releases concerning suchinfo1mation. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.11MISCELLANEOUS

MAJEURE. 31.1 For the purposes 30.1 Any non-performance or delay in performance by any Party hereto of this Agreement, Force Majeure means any of the following events or circumstances: 31.1.1 war, civil war, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is the source or the cause of the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject Contract, or in fulfilling any condition of any License or Lease granted to Clauses 31.3 and 31.4 such Party, or in meeting any requirement of the party claiming relief shall be relieved from liability Act, the Rules or any License or Lease, shall, except for the payment of monies due under this Agreement Contract or under the Act and the Rules or any law, be excused if, and to the extent that that, such non-performance or delay in performance under this Contract is caused by reason Force Majeure as defined in this Article. 30.2 For the purpose of this Contract, the term Force Majeure means any cause or event, other than the unavailability of funds, whether similar to or different from those enumerated herein, lying beyond the reasonable 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, if anticipated or foreseeable, could not be avoided or provided for, and which has caused the non-performance or delay in performance. Without limitation to the generality of the foregoing, the term Force Majeure it shall include natural phenomena or calamities, earthquakes, typhoons, fires, wars declared or undeclared, hostilities, invasions, blockades, riots, strikes, insurrection and civil disturbances but shall not include the unavailability of funds. 30.3 Where a Party is not able to perform claiming suspension of its obligations under this Agreement. For the avoidance on account of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure), it shall promptly, but in no case later than thirty (30) days after the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event occurrence of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an the event of Force Majeure:, notify the Management Committee in writing giving full particulars of the Force Majeure, the estimated duration thereof, the obligations affected and the reasons for its suspension. 31.3.1 it 30.4 A Party claiming Force Majeure shall take all exercise reasonable steps diligence to seek to overcome the Force Majeure event and to mitigate the consequences of such an event upon effects thereof on the performance of its obligations under this AgreementContract. The Party affected shall promptly notify the Management Committee as soon as the Force Majeure event has been removed and no longer prevents it from complying with the obligations which have been suspended and shall thereafter resume compliance with such obligations as soon as possible. 30.5 The Party asserting the claim of Force Majeure shall provide: (i) the details of the Force Majeure event; (ii) the measures being taken by the Party to mitigate the management of the Force Majeure event (if any means are possible); (iii) estimate off the time period for which the effect of the Force Majeure is expected to prevail. 30.6 Where a Party is prevented from exercising any rights or performing any obligations under this Contract due to Force Majeure, resume the time for the performance of its the obligations affected thereby and for performance of any obligation or the exercise of any right dependent thereon, and the term of any Exploration Phase of the Exploration Period or this Contract, may be extended to the extent of Force Majeure period or by such period as may be approved by the Government (acting through DGH) based on the recommendation of the Management Committee. 30.7 Notwithstanding anything contained herein above, if an event of Force Majeure as soon as practicable occurs and use all reasonable endeavours is likely to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not continue for a period in fact performed, its obligations under this Agreement due to its failure excess of thirty (if any30) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to performdays, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required Parties shall meet to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as discuss the consequences of the event of Force Majeure have ceased and the course of when performance of its affected obligations can action to be resumed. 31.8 If, following taken to mitigate the issue of any notice referred effects thereof or to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions be adopted in the period during which any event of Force Majeure is subsistingcircumstances. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.

MAJEURE. 31.1 For Notwithstanding anything to the purposes contrary contained in this Lease, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of this AgreementGod, Force Majeure means acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health organization (including, without limitation, any shelter-in-place orders, stay at home orders or any restrictions on travel related thereto that preclude Tenant, its agents, contractors or its employees from accessing the Premises, national or regional emergency), breaches in cybersecurity, and other causes beyond the reasonable control of the following events party obligated to perform, regardless of whether such other causes are (i) foreseeable or circumstances: 31.1.1 war, civil war, armed conflict unforeseeable or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is the source or the cause of the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement (ii) related to the extent that by reason of the Force Majeure it is not able to perform its obligations under specifically enumerated events in this Agreement. For the avoidance of doubt paragraph (but without prejudice to Clause 41 (Termination Resulting from collectively, a “Force Majeure”)) the Authority , shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 it shall take all reasonable steps to mitigate the consequences of such an event upon excuse the performance of its obligations under such party for a period equal to any such prevention, delay or stoppage provided however such party uses commercially reasonable efforts to minimize the effect of such Force majeure event. If this Agreement, resume Lease specifies a time period for performance of its obligations affected an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure. Notwithstanding anything to the contrary in this Lease, no event of Force Majeure as soon as practicable shall (i) excuse Tenant’s obligations to pay Rent and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement other charges due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10Lease, (ii) waive Tenant’s right to an abatement of Rent expressly set forth in this Lease, (iii) be grounds for Tenant to ▇▇▇▇▇ any portion of Rent due pursuant to this Lease other than as set forth in Section 19.5.2, or entitle either party to terminate this Lease, except as allowed pursuant to Articles 11 and 13 of this Lease, (iii) excuse Tenant’s obligations under Articles 5 and 24 of this Lease.

MAJEURE. 31.1 For the purposes of this Agreement, Force Majeure means any of the following events or circumstances: 31.1.1 : war, civil war, armed conflict or terrorism; or 31.1.2 or nuclear contamination unless in any case Sub-hubco Project Co and/or any Sub-hubco Project Co Party is the source or the cause of the contamination; or 31.1.3 or chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 1.1.1 above; or 31.1.4 or pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 . Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason of the Force Majeure it is not able to perform its obligations under this Agreement. For the avoidance of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Project Co Event of Default if such Sub-hubco Project Co Event of Default arises from a Force Majeure Event. 31.3 . Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 : it shall take all reasonable steps to mitigate the consequences of such an event upon the performance of its obligations under this Agreement, resume performance of its obligations affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 and it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 1.1.1. Without prejudice to Sub-hubcoProject Co's rights under Clause 29 (Delay Events), Sub-hubco Project Co shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 . The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 . A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects). 31.7 . The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 . If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 . Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 . The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco Project Co to reach agreement pursuant to this Clause 31.10.

MAJEURE. 31.1 17.1 For the purposes of this Agreement, Force Majeure means any cause beyond the reasonable control of and without the fault or negligence of the following Party claiming the Force Majeure. A Force Majeure shall excuse the performance of the Party claiming a Force Majeure event i f such event causes the non-performance or inability to perform. The burden of proof as to whether a Force Majeure has caused a non-performance or inability to perform shall be on the Party claiming the Force Majeure. The Parties hereto shall be excused from performing hereunder and shall not be liable in damages or otherwise i f the non-performance or inability to perform is due to a Force Majeure Event. 17.2 Subject to Section 17.1 above, Force Majeure events or circumstances: 31.1.1 include, but are not limited to, the following: acts of God, strikes, industrial disturbances, acts of public enemy, war, blockages, boycotts, riots, insurrections, epidemics, earthquakes, storms, floods, civil wardisturbances, armed conflict lockouts, fires, explosions, interruptions of services due to acts or terrorism; orfailure to act of any governmental authority, condemnation, and any delay or inability of Operator in obtaining the necessary licenses, permits or governmental approvals. 31.1.2 nuclear contamination unless 17.3 Except as otherwise provided in any case Sub-hubco and/or any Sub-hubco Section i f either Party is the source rendered wholly or the cause of the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be partly unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason of the Force Majeure it is not able to perform its obligations under this Agreement. For the avoidance of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event because of Force Majeure: 31.3.1 it , that Party shall take all reasonable steps to mitigate the consequences of such an event upon the be excused from whatever performance of its obligations under this Agreement, resume performance of its obligations is affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to performso affected, or has not in fact performed, its obligations under this Agreement due to its failure provided that: (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitationi) the effect of the event of Force Majeure on the ability of the party to performnon-performing Party, the action being taken in accordance with Clause 31.3, the date of within ten Days after the occurrence of the event Force Majeure, gives the other Party written notice describing the particulars of the occurrence and its estimated duration; (ii) the suspension of performance be of no greater scope and of no longer duration than is required by the Force Majeure; (iii) no obligations of either Party which arose prior to the Force Majeure and an estimate be excused as a result of the period of time required to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.; and

MAJEURE. 31.1 For Neither Buyer nor Seller would be responsible for non-performance under this Agreement provided such non-performance is due to the purposes occurrence of an event of Force Majeure as hereunder described: 16.1 In the event of any war (declared or undeclared), revolution, terrorism, act of God, flood, storm, earthquake, fire, explosion, strike, lockout, act of Government or Government appointed agents including but not limited to changes in tariffs, duties, import and export controls or quotas, and environmental regulations, obstruction or blockage of port or wharf, lack of railway facilities or delays on route whether due to mechanical fault or action of the elements, or in the event of any other like events or causes whatsoever beyond the reasonable control of Seller or Buyer which were not reasonably foreseeable and which could not be reasonably avoided (any such cause being hereinafter called “Force Majeure”) preventing or hindering Seller or Buyer from performing its TRAXYS obligations in this Agreement, the party whose performance is prevented or hindered by Force Majeure means any may suspend delivering or accepting a delivery of Material hereunder for the following events or circumstances: 31.1.1 war, civil war, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is the source or the cause of the contamination; or 31.1.3 chemical or biological contamination of the Works and/or the Facilities and/or the Site from any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason period of the Force Majeure it is not able to perform its obligations under this Agreement. For the avoidance of doubt event (but without prejudice no longer) if it shall give prompt written notice to Clause 41 (Termination Resulting from the other party of the details of such Force Majeure)) Majeure event, and an estimate of the Authority time period for which the Force Majeure event shall remain in effect. Force Majeure shall not be entitled apply to terminate this Agreement any tonnage for which a Sub-hubco Event pricing has been established in part or in full or transport of Default if such Sub-hubco Event of Default arises from a any kind has been booked. In no event shall Force Majeure Event. 31.3 Where a operate to delay or extend the due date for any repayments of principal or interest of any loans or advances extended to Seller by Buyer or an affiliate of Buyer. The party is (or claims to be) affected by an event of declaring Force Majeure: 31.3.1 it Majeure shall take all reasonable steps to mitigate resume with the consequences least possible delay its performance hereunder, provided that nothing herein shall require a party to settle any strike, lockout or stoppage of such an event upon work on terms which in its opinion are not satisfactory. 16.2 Each party is fully aware of the potential impact on the performance of its obligations under this Agreement, resume performance of its obligations affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its other party’s obligations under this Agreement due arising out of the COVID-19 pandemic and governmental and other actions that have been taken or may in the future be taken in response thereto, and each party acknowledges that the awareness of such event or condition will not act to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on prevent the other party within five (5) Business Days of it becoming aware of the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within from declaring a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects)that otherwise would be applicable hereunder. 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.

MAJEURE. 31.1 For 17.1 Neither Party shall be liable to the purposes other for any breach of this Agreement, Agreement (other than an obligation to pay money) to the extent that such breach is caused by a Force Majeure means Event. 17.2 If a Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event (the following events “Affected Party”): 17.2.1 each Party’s obligations (save for outstanding payment obligations) under this Agreement are suspended while the Force Majeure Event continues and to the extent that it is so prevented hindered or circumstances:delayed; 31.1.1 war, civil war, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco Party is 17.2.2 as soon as reasonably possible after the source or the cause start of the contamination; or 31.1.3 chemical or biological contamination Force Majeure Event the Affected Party shall notify the other Party in writing of the Works and/or Force Majeure Event, the Facilities and/or date on which the Site from any Force Majeure Event started and the effects of the events referred Force Majeure Event on its ability to perform its obligations under this Agreement; 17.2.3 the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement; and 17.2.4 the Affected Party shall notify the other Party in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part writing when the Force Majeure Event has ended and resume performance of its obligations under this Agreement. 31.2 Subject to Clauses 31.3 and 31.4 the party claiming relief shall be relieved from liability under this Agreement to the extent that by reason of 17.3 If the Force Majeure it is Event continues for more than three (3) calendar months starting on the day the Force Majeure Event starts, either Party may terminate this Agreement by giving not able less than thirty (30) days’ written notice to perform its obligations under the other Party. 17.4 For the purposes of this AgreementClause 17, “Force Majeure Event” shall mean any event beyond the reasonable control of the Affected Party (as defined in Clause 17.2) including, but not limited to, act of God, war, riot, act of terrorism, civil commotion, malicious damage, accident, fire, flood, storm, extreme weather or the act or omission of any highway or other regulatory body including (but without limit to) any Government or local authority. For the avoidance of doubt doubt, neither lack of funds nor any industrial action (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)including strikes and lockouts) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 it shall take all reasonable steps to mitigate the consequences of such an event upon the performance of its obligations under this Agreement, resume performance of its obligations affected taken by the event employees of Force Majeure as soon as practicable either Party (other than official strikes conducted lawfully within United Kingdom laws of employment and use all reasonable endeavours labour relations and not limited solely to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware employees of the relevant event of Force Majeure. Such initial notice Affected Party) shall give sufficient details to identify the particular event claimed to be an event or circumstance beyond the reasonable control of Force Majeureeither Party. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including (without limitation) the effect of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects). 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.

MAJEURE. 31.1 8.1 For the purposes of this Agreement, Force Majeure Event means any event that arises after the contract has been signed, is unpredictable, inevitable, beyond the Parties’ reasonable control and that objectively prevents one or both of them from performing their obligations, including, but not limited to, wars, insurrections, civil disturbances, interruption of transportation or communication services, major change to agricultural law or policy in the country of production, blockades, embargoes, strikes and other labour conflicts, riots, epidemics, earthquakes, storms, droughts, fires, floods, or other exceptionally adverse weather conditions, explosions, lightning, or acts of terrorism. 8.2 As soon as reasonably practicable after the start of the following events Force Majeure Event, the Affected Party shall notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or circumstances:potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement, and any relevant evidence of the Force Majeure Event. 31.1.1 war8.3 The Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations. 8.4 Provided it has complied with Articles 8.2 and 8.3 above, civil war, armed conflict or terrorism; or 31.1.2 nuclear contamination unless in any case Sub-hubco and/or any Sub-hubco if a Party is the source prevented, hindered, or the cause of the contamination; or 31.1.3 chemical delayed in or biological contamination of the Works and/or the Facilities and/or the Site from performing any of the events referred to in Clause 31.1.1 above; or 31.1.4 pressure waves caused by devices travelling at supersonic speeds, which directly causes either party to be unable to comply with all or a material part of its obligations under this AgreementAgreement by a Force Majeure Event (the Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. 31.2 Subject to Clauses 31.3 8.5 Where it is feasible in all the circumstances, those obligations may be suspended by the agreement of the Parties during the continuance of such Force Majeure Event, and 31.4 the party claiming relief no damages or penalties for delay in performance shall be relieved from liability under this Agreement to the extent that due. 8.6 If an obligation is suspended by reason of Force Majeure for more than 14DAYS from the Affected Party giving notice of the Force Majeure it Event, or if suspension is not able to perform its obligations under this Agreement. For feasible in all the avoidance of doubt (but without prejudice to Clause 41 (Termination Resulting from Force Majeure)) the Authority shall not be entitled to terminate this Agreement for a Sub-hubco Event of Default if such Sub-hubco Event of Default arises from a Force Majeure Event. 31.3 Where a party is (or claims to be) affected by an event of Force Majeure: 31.3.1 it shall take all reasonable steps to mitigate the consequences of such an event upon the performance of its obligations under this Agreementcircumstances, resume performance of its obligations affected by the event of Force Majeure as soon as practicable and use all reasonable endeavours to remedy its failure to perform; and 31.3.2 it shall not be relieved from liability under this Agreement to the extent that it is not able to perform, or has not in fact performed, its obligations under this Agreement due to its failure (if any) to comply with its obligations under Clause 31.3.1. 31.4 Without prejudice to Sub-hubco's rights under Clause 29 (Delay Events), Sub-hubco shall only be relieved from its obligations under Clauses 12 (The Design, Construction and Commissioning Process), 13 (Right of Access of Authority's Representative), 14 (Programme and Dates for Completion) and 29 (Delay Events) by Delay Events in accordance with Clause 29 (Delay Events). 31.5 The party claiming relief shall serve written notice on the other party within five (5) Business Days of it becoming aware of Party may terminate the relevant event of Force Majeure. Such initial notice shall give sufficient details to identify the particular event claimed to be an event of Force Majeure. 31.6 A subsequent written notice shall be served by the party claiming relief on the other party within a further five (5) Business Days which shall contain such relevant information contract and all outstanding payments relating to the failure Inputs supplied for the production shall be forgiven, and the Parties shall enter into good faith negotiations to perform (or delay in performing) as is available, including (without limitation) enter into a new Agreement for the effect supply of the event of Force Majeure on the ability of the party to perform, the action being taken in accordance with Clause 31.3, the date of the occurrence of the event of Force Majeure and an estimate of the period of time required to overcome it (and/or its effects)Products/Goods. 31.7 The party claiming relief shall notify the other as soon as the consequences of the event of Force Majeure have ceased and of when performance of its affected obligations can be resumed. 31.8 If, following the issue of any notice referred to in Clause 31.6, the party claiming relief receives or becomes aware of any further information relating to the event of Force Majeure (and/or any failure to perform), it shall submit such further information to the other party as soon as reasonably possible. 31.9 Nothing in this Clause 31 shall affect the Authority’s entitlement to make Deductions in the period during which any event of Force Majeure is subsisting. 31.10 The parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. Schedule Part 20 (Dispute Resolution Procedure) shall not apply to a failure of the Authority and Sub-hubco to reach agreement pursuant to this Clause 31.10.