Common use of MAJEURE Clause in Contracts

MAJEURE. 17.1 Subject to the remaining provisions of this clause 21, neither party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to a Force Majeure Event. 17.2 In the event that either party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event, such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. 17.3 A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful act, neglect, or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in question. 17.5 As soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 17.7 The Council may, during the continuance of any Force Majeure Event, terminate this Agreement by written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working Days.

MAJEURE. 17.1 Subject to the remaining provisions of this clause 21, neither party to this Agreement 10.1 Neither Party shall be liable to the other for any default or delay or non-in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, lightning, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of such Party; provided, however, that such the non-performance performing Party is due without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (any such event a "FORCE MAJEURE EVENT"). Notwithstanding the foregoing, the failure of a supplier or subcontractor of Vendor to perform under its arrangement with Vendor shall not constitute a Force Majeure Event for Vendor unless such failure by such supplier or subcontractor is itself is caused by a Force Majeure Event. 17.2 In 10.2 For any Force Majeure Event, the event non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within [**] [**] business days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay. To the extent a Party can reasonably anticipate in advance that either party such Party's performance is going to be delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event, such party shall: (a) give notice in writing Party shall immediately notify the other Party of such anticipated delay or prevention to and describe at a reasonable level of detail the other party as soon as reasonably possible, stating the commencement date and extent of circumstances that may cause such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or preventionanticipated delay. 17.3 A party cannot claim relief if the 10.3 If Force Majeure Event is attributable to that party's wilful actsubstantially prevents, neglecthinders, or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided delays Vendor's performance for the cause in question. 17.5 As soon as practicable following the more than [**] [**] consecutive calendar days, then at AOL's option: (i) AOL may terminate or modify any affected party's notificationportion of any order, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance or terminate any affected portion of this agreement. Where Agreement, and the Parish is the affected party, it charges payable hereunder shall take and/or procure the taking of all steps be equitably adjusted to overcome reflect such termination; or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this Agreement. Following such notification, (ii) AOL may terminate this Agreement in its entirety without liability to Vendor as of a date specified by AOL in a written notice of termination to Vendor. Vendor shall continue not have the right to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise any additional payments from AOL for costs or expenses incurred by the parties. 17.7 The Council may, during the continuance Vendor as a result of any Force Majeure Event, terminate this Agreement by written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working Days.

MAJEURE. 17.1 26.1 Subject to the remaining provisions of this clause 21Clause 26.2, neither party to this Agreement shall be liable to the other for any Losses of any kind whatsoever, including but not limited to any damages, whether directly or indirectly caused to or incurred by the other party to the extent such Losses arise by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. 26.2 The party claiming to be prevented or non-delayed in the performance of any of its obligations under this Agreement by reason of Force Majeure shall use reasonable endeavours to continue to perform its obligations under this Agreement without being obliged to incur any significant additional cost to bring the extent Force Majeure to a close or to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure event. 26.3 If either party shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part, it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such non-performance is due to a failure or delay may continue. If Force Majeure Eventcontinues for seven days or longer the Global Governance Panel shall be notified by the party affected by such Force Majeure and requested to decide upon a course of action. 17.2 In the event 26.4 It is agreed that either any failure by a party is delayed to perform or prevented from any delay by a party in performing its obligations under this Agreement by a Force Majeure Event, such party shall: (a) give notice which results from any failure or delay in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and (c) resume performance of its obligations by any person, firm or company with which such party shall have entered into any contract, supply arrangement or sub-contract or otherwise shall be regarded as soon as reasonably possible after the removal of the cause of the a failure or delay or prevention. 17.3 A party cannot claim relief if the due to Force Majeure Event is attributable to only in the event that party's wilful actsuch person, neglect, firm or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause company shall itself be prevented from or delayed in question. 17.5 As soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply complying with its obligations under such contract, supply arrangement or sub-contract or otherwise as a result of circumstances which would be Force Majeure for the purposes of this Agreement. Following . 26.5 If an event of Force Majeure arises and continues for a period of 6 months which materially prevents or hinders Exult or its Affiliates from undertaking or completing the Due Diligence Exercise, and Exult, BPA and their respective Affiliates from entering into Country Agreements, in one or more Countries (the "Affected Countries"), then either party may at any time by notice terminate the parties' obligations in relation to Clause 2 (Structure of Framework Agreement on Country Take On) and Clause 7 (Exclusivity) in respect of the "Affected Countries" and for the avoidance of doubt, in such notificationcircumstances: 26.5.1 Neither party shall be obliged to fulfil its obligations in relation to the procedures for Country take on in respect of the Affected Countries as set out in Clause 2; and 26.5.2 BPA and BPA Affiliates shall have the right to obtain human resources services (including the Services) directly from within BPA from a BPA Affiliate or from a third party in respect of the Affected Countries. 26.6 If, this Agreement shall continue following the entry into Country Agreements for each of the Countries, all of the Country Agreements have been terminated by reason of Force Majeure pursuant to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 17.7 The Council maythose Country Agreements, during the continuance of any Force Majeure Event, either party may terminate this Agreement by on written notice notice, such termination to take effect immediately after the Parish if a Force Majeure Event occurs that affects all or a substantial part date of receipt of such notice. In the Services and which continues for more than 20 Working Daysevent of such termination the provisions of Clause 12 (Consequences of Termination) shall apply.

MAJEURE. 17.1 Subject Neither Party shall be liable for any delay or failure to perform all or any of its obligations under these Terms and Conditions (other than an obligation to make payment to NHSBT for the remaining provisions of this clause 21, neither party to this Agreement shall Products or Services) nor be liable to the other Party for any delay loss or non-performance damage arising out of the failure to perform its obligations under this Agreement to the extent that such non-performance is due failure or delay results from a Force Majeure Event. Notwithstanding the foregoing, each party will use reasonable endeavours to a continue to perform its obligations hereunder during any Force Majeure Event. 17.2 In Where a Party is (or claims to be) affected by a Force Majeure Event it shall use reasonable endeavours to mitigate the event that either party is delayed or prevented from performing consequences of such a Force Majeure Event upon the performance of its obligations under this Agreement these Terms and Conditions, and to resume the performance of its obligations affected by the Force Majeure Event as soon as reasonably practicable. 17.3 If either Party is prevented or delayed in the performance of its obligations under these Terms and Conditions by a Force Majeure Event, such party shall: (a) give notice in writing of such delay or prevention to the other party that Party shall as soon as reasonably possible, stating practicable serve notice in writing on the commencement date other Party specifying the nature and extent of the circumstances giving rise to its failure to perform or any anticipated delay in performance of its obligations. 17.4 Subject to service of such delay or preventionnotice, the cause thereof and Party affected by such circumstances shall have no liability for its estimated duration; (b) use all reasonable endeavours failure to mitigate the effects of such perform or for any delay or prevention on the in performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. 17.3 A party cannot claim relief if affected by the Force Majeure Event only for so long as such circumstances continue and for such time after they cease as is attributable necessary for that Party, using reasonable endeavours, to that party's wilful act, neglect, or failure recommence its affected operations in order for it to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in questionperform its obligations. 17.5 As The Party claiming relief shall notify the other in writing as soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practicehave ceased and of when performance of its affected obligations can be resumed. 17.6 The affected party shall notify the other party as soon as practicable after the If any Force Majeure Event ceases or no longer causes the affected party Purchaser or NHSBT to be unable to comply with its obligations under this Agreement. Following such notificationhereunder to a material extent for thirty (30) days or more, this Agreement shall continue to be performed either Party may by serving notice on the terms existing immediately before other terminate this Contract with immediate effect and neither Party shall have any liability to the occurrence of the Force Majeure Event unless agreed otherwise by the partiesother. 17.7 The Council may, during the continuance Any rights and liabilities of any Force Majeure Event, terminate this Agreement by written notice either Party that accrued prior to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services termination in accordance with Clause 17.6 shall continue in full force and which continues for more than 20 Working Dayseffect unless otherwise specified in these Terms and Conditions.

MAJEURE. 17.1 Subject 28.1 For the purposes of this Article XXVIII, "force majeure" means an occurrence beyond the reasonable control of the Party claiming suspension of an obligation hereunder, which has not been caused by such Party's negligence and which such Party was unable to prevent by exercise of reasonable diligence at a reasonable cost and includes, without limiting the generality of the foregoing, an act of God, war, revolution, insurrection, blockage, riot, strike, a lockout or other industrial disturbance, fire, lightning, unusually severe weather, storms, floods, explosion, accident or Government restraint, action, delay or inaction. 28.2 If any Party is prevented by force majeure from fulfilling any obligation hereunder, the obligations of that Party, insofar only as its obligations are affected by the force majeure, shall be suspended while the force majeure continues to prevent the performance of such obligation and for such time thereafter as that Party may reasonably require to commence to fulfil such obligation. A Party prevented from fulfilling any obligation by force majeure shall promptly give the other Party a notice of the force majeure and the affected obligations, including full particulars in respect thereof. 28.3 The Party claiming suspension of an obligation as aforesaid shall promptly remedy the cause and effect of the applicable force majeure, insofar as it is reasonably able so to do, and such Party shall promptly give the other Party a notice when the force majeure ceases to prevent the performance of the applicable obligation. However, the terms of settlement of any strike, lockout or other industrial disturbance shall be wholly at the discretion of such Party, notwithstanding Article 28.1. That Party shall not be required to accede to the remaining provisions demands of its opponents in any strike, lockout or industrial disturbance solely to remedy promptly the force majeure thereby constituted. 28.4 Notwithstanding anything contained in this clause 21Article XXVIII, neither party to lack of finances shall not be considered a force majeure event, nor shall any force majeure event suspend any obligation for the payment of money due hereunder. 28.5 The term of this Agreement shall be liable extended for the duration of the force majeure and for such further period as determined by the Government to the other for any delay or non-performance of its obligations under this Agreement resume Petroleum Operations. subject to the extent that such non-performance is due to a Force Majeure EventArticle 28.1. 17.2 28.6 In the event that either party is delayed or prevented from performing its obligations under force majeure exceeds a period of two (2) Years continuously during the Term of this Agreement by any of the Parties may terminate this Agreement on three (3) Months written notice without any further obligation. 28.7 Notwithstanding anything contained herein above, if an event of force majeure occurs and is likely to continue for a Force Majeure Event, such party shall: period in excess of sixty (a60) give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or preventionDays, the cause thereof Parties shall meet to discuss the consequences of the force majeure and its estimated duration; (b) use all reasonable endeavours the course of action to be taken to mitigate the effects of such delay thereof or prevention on the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after course to be adopted in the removal of the cause of the delay or preventioncircumstances. 17.3 A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful act, neglect, or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in question. 17.5 As soon as practicable following the affected party's notification28.8 Notwithstanding any other provision of this Article, the parties shall consult with each other Parties may agree under mutually acceptable the conditions to continue Petroleum Operations in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 17.7 The Council may, during the continuance of any Force Majeure Event, terminate this Agreement by written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more Contract Area other than 20 Working Days.a certain specific part affected by the force majeure event..

MAJEURE. 17.1 Subject 10.1 In case of Force Majeure Event, as soon as reasonable after the start of the 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 duration, and the effect on the Party’s ability to perform its obligations under the remaining provisions Agreement. For the purposes of this clause 21Agreement, neither Force Majeure Event means any event that arises after the Agreement 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, riots, civil disturbances, interruption of transportation or communication services, major changes to agricultural and other relevant laws or policies, blockades, embargoes, strikes and other labour-related interruptions, epidemics, earthquakes, storms, droughts, fires, floods, or other exceptionally adverse weather conditions, or natural, economic, social, or political events that would result in the failure for one party to this Agreement shall be liable to the other for any delay or non-performance of meet its obligations under this Agreement to the extent that such non-performance is due to a Force Majeure Eventcontract. 17.2 In the event that either party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event, such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) 10.2 The Affected Party shall use all reasonable endeavours to mitigate the effects effect of such delay or prevention the Force Majeure Event on the performance of its obligations under obligations. 10.3 Provided it has complied with Articles 10.1 and 10.2 above, the Affected Party shall not be considered to be in breach of this Agreement; and (c) resume Agreement or otherwise liable for any failure or delay in the performance of its obligations as soon as reasonably possible after caused by the removal of the cause of the delay or prevention. 17.3 A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful act, neglect, or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 10.4 The Parish cannot claim relief if Parties may agree to suspend affected obligations during the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in question. 17.5 As soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects continuance of the Force Majeure Event, and no damages or penalties for delay in performance shall be due. 10.5 If an obligation is suspended by reason of Force Majeure Event and to facilitate for more than X calendar days from the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences Affected Party giving notice of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected party shall notify Event, or if suspension is not feasible, the other party as soon as practicable after Party may terminate the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 17.7 The Council may, during the continuance of any Force Majeure Event, terminate this Agreement by written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working Days.

MAJEURE. 17.1 15.1 Subject to the remaining provisions of this clause 2115.3, neither each party to this Agreement shall be liable to the other for any delay or non-performance of released from its obligations under this Agreement to the extent that such nonits performance hereunder is delayed, hindered or prevented by circumstances which are not within its reasonable control, including, without limitation, acts or restraints of governments or public authorities; war, revolution, riot or civil commotion; strikes, lock-performance is due to outs or other industrial action; blockage or embargo; failure of supplies of power, fuel, transport, equipment or other goods or services; and explosion, fire, flood or natural disaster (a "Force Majeure Event"). 17.2 In the event that either 15.2 The party is delayed or prevented from performing its obligations under this Agreement affected by a Force Majeure Eventsuch circumstances shall, such party shall: (a) as soon as it becomes aware of them, give notice in writing full written particulars of such delay or prevention them to the other party as soon as reasonably possibleparty, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) shall use all reasonable best endeavours to mitigate the effects of such delay or prevention on the resume full performance of its obligations under this AgreementAgreement without delay, and pending such resumption shall use best endeavours to facilitate any efforts that the other party may make to procure an alternative method by which its obligations under this Agreement may be performed. Furthermore, if, as a result of a Force Majeure Event CIMA is unable to supply the quantity of Product ordered by AstraZeneca or the quantity which AstraZeneca would have ordered but for such circumstances then:- 15.2.1 AstraZeneca shall be obliged to purchase such Product as it has actually ordered but at the price which would have applied under schedule 4 had CIMA been able to supply and had AstraZeneca purchased the quantities actually required by AstraZeneca; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay 15.2.2 if such circumstances continue or preventionare forecast to continue for more than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 17.3 A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful act***], neglect, or failure to take reasonable precautions against the relevant Force Majeure Event. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in question. 17.5 As soon as practicable following the affected party's notification, the parties CIMA shall consult with each other in good faith and use all reasonable endeavours to agree appropriate offer to AstraZeneca alternative capacity for Product (at prices and on terms to mitigate be agreed) which can be operable within a further [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to the effects standards required by the Quality Assurance Agreement; and 15.2.3 CIMA shall allocate all available capacity of Product produced by CIMA proportionally as between CIMA, AstraZeneca and other customers of CIMA and CIMA shall be deemed to have supplied the Product ordered or forecast for the purposes of calculating the price of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry PracticeProduct. 17.6 The affected 15.3 Neither party shall notify the other party as soon as practicable after the Force Majeure Event ceases be entitled to relief under this clause 15 for any delay or no longer causes the affected party to be unable to comply with failure in performing any of its payment obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the . 15.4 If a Force Majeure Event unless agreed otherwise other than the supply of API prevails for a continuous period in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], the party entitled to notification of such circumstances in accordance with clause 15.2 may, without prejudice to any other rights or remedies which may be available to it, terminate this Agreement with immediate effect by giving written notice of termination to the partiesother party. 17.7 The Council may, during the continuance 15.5 If AstraZeneca is notified of any a Force Majeure Event, terminate the obligation upon AstraZeneca to purchase the Product from CIMA in accordance with this Exhibit 10.1 Agreement by written notice to shall be suspended for the Parish if a Force Majeure Event occurs that affects all or a substantial part duration of the Services and which continues for more than 20 Working Daysforce majeure event.

MAJEURE. 17.1 Subject 10.1 No failure or omission by any party to carry out or observe any of the stipulations or conditions of this Agreement shall, except in relation to obligations to make payments hereunder and except as herein expressly provided to the remaining provisions contrary, give rise to any claim against the party in question or be deemed a breach of this clause 21Agreement if such failure or omission arises from any cause reasonably beyond the control of that party including, neither party to but not limited to, national emergency, war, prohibitive governmental regulations or any other cause beyond the reasonable control of the parties renders performance of this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to impossible (a "Force Majeure Event"). 17.2 In the event that either 10.2 Each party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event, such party shall: (a) give notice in writing of such delay or prevention agrees to notify the other party as soon as reasonably possible, stating practicable upon becoming aware of a Force Majeure Event and the commencement date parties shall then work together in such a manner as is reasonable in the circumstances to deal with the Force Majeure Event and extent of such delay or prevention, the cause thereof and its estimated duration; (b) shall use all reasonable endeavours to mitigate any adverse effects on the effects provision of the Services and any losses arising from the Force Majeure Event and continue to perform their obligations under this Agreement notwithstanding the Force Majeure Event. 10.3 In the event that a party is unable to fulfil its obligations in a Force Majeure Event the obligations hereunder of such delay or prevention on party shall be suspended. The party whose obligations have been suspended as aforesaid shall give notice of such suspension as soon as reasonably possible to the other party stating the date and extent of such suspension and cause thereof. Any party whose obligations have been suspended as aforesaid shall resume the performance of its obligations under this Agreement; and (c) resume performance of its such obligations as soon as reasonably possible after the removal of the cause of and shall so notify the delay or preventionother party. 17.3 A 10.4 Each party cannot claim relief if the shall bear its own costs in rectifying a Force Majeure Event is attributable and neither party shall be entitled to that party's wilful act, neglect, bring a claim for a breach of this Agreement or failure incur any liability to take reasonable precautions against the relevant other party for any losses or damages arising from a Force Majeure Event. 17.4 The Parish cannot claim relief if the 10.5 Where a Force Majeure Event is one where has a reasonable Parish should have foreseen and provided for material effect on the cause in question. 17.5 As soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use provision of all reasonable endeavours to agree appropriate terms to mitigate the effects or any significant part of the Force Majeure Event and to facilitate the continued performance of this agreement. Where the Parish is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 17.6 The affected Services for more than six months then either party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party be entitled to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 17.7 The Council may, during the continuance of any Force Majeure Event, terminate this Agreement in relation to the part of the Services affected by giving not less than three months prior written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working Daysother.

MAJEURE. 17.1 Subject to the remaining provisions 16.1 Neither party shall be in breach of this clause 21Agreement nor liable for delay in performing, neither party or failure to this Agreement shall be liable to the other for perform, any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to delay or failure results from a Force Majeure Event. 17.2 In . Any failure or delay by the event that either party is delayed or prevented from Contractor in performing its obligations under this Agreement which results from a failure or delay by an agent, Sub-contractor or supplier shall be regarded as due to a Force Majeure Event only if that agent, Sub-contractor or supplier is itself impeded by a Force Majeure Event, such party shall: (a) give notice in writing of such delay or prevention Event from complying with an obligation to the other party Contractor. 16.2 The Affected Party shall as soon as reasonably possiblepracticable issue a Force Majeure Notice, stating the commencement date and extent which shall include details of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. 17.3 A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful actEvent, neglect, or failure its effect on the obligations of the Affected Party and any action the Affected Party proposes to take reasonable precautions against the relevant Force Majeure Eventto mitigate its effect. 17.4 The Parish cannot claim relief if the Force Majeure Event is one where a reasonable Parish should have foreseen and provided for the cause in question. 17.5 16.3 As soon as practicable following after the affected party's notificationAffected Party issues the Force Majeure Notice, and at regular intervals thereafter, the parties Parties shall consult with each other in good faith and agree a reasonable extension of time for the Affected Party to perform such obligations. 16.4 The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use all their respective reasonable endeavours to agree appropriate terms to prevent and mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this agreementEvent. Where the Parish Contractor is the affected partyAffected Party, it shall take and/or procure the taking of all steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice.Event 17.6 16.5 The affected party Affected Party shall notify the other party Party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party Affected Party to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the partiesParties. 17.7 The Council may, during 16.6 If the continuance of any Force Majeure EventEvent prevents, hinders or delays the Affected Party’s performance for a continuous period of 3 months, the Party not affected by the Force Majeure Event may terminate this Agreement agreement by giving 30 days' written notice to the Parish if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working DaysAffected Party.