Force Majeure/Regulatory Approval from Agreement
THIS FEE SHARING AGREEMENT (this "Agreement") is dated as of 24 September, 2008, by and between PRIVATE TRADING SYSTEM PLC ("PTS") and its subsidiaries of One Great Cumberland Place, London W1H 7AL; DEMATCO INC ("DEMATCO") and its subsidiaries of 17337 Ventura Boulevard, Suite 208, Encino, CA 91316 (together the "Parties").
Force Majeure/Regulatory Approval. Any failure, in whole or in part, by either of the Parties to perform its obligations hereunder shall be excused to the extent that such failure is caused by (a) any circumstance which is not within its reasonable control, including, without limitation, any act of God, flood, fire, explosion, labor dispute, riot, civil disorder, accident, war or act of terrorism (such circumstance being hereinafter referred to as, a "Force Majeure Event") or (b) any failure by either of the Parties from obtaining all required regulatory approvals to perform the services hereunder or as a result of any applicable and conflicting regulations, statutory or otherwise, which such laws or regulations shall prevail to the extent necessary to avoid conflict (such failure being hereinafter referred to as, a "Regulatory Event" and, together with a Force Majeure Event, a "Termination Event"). If affected by a Termination Event, the affected Party shall give prompt written notice of such Termination Event to the other Party. The time for performance by the affected Party of those obligations affected by the Termination Event shall be extended by the number of working days which the affected Party, acting with reasonable diligence and in good faith, is prevented from performing hereunder. In the event of a Termination Event, the Term shall be extended the same number of days as the duration of the Termination Event.