Force Majeure Failure definition

Force Majeure Failure has the meaning set forth in Section 8.1(d).
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Force Majeure Failure means either Force Majeure Project Failure or Force Majeure Development Failure, as applicable.
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Examples of Force Majeure Failure in a sentence

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section 8.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section 1.1(a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section 9.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section 1.1(a).

  • If either Party exercises its termination right under Section 8.1(e), or Buyer exercises its termination right in connection with a Force Majeure Failure under Section 8.1(f), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in the Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section 1.1(a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section (d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section (a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section 8.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject, to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section 1.1(a).

  • If CPE exercises its termination right in connection with a Force Majeure Failure under Section ‎9.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in CPE’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section ‎1.1(a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section 8.1(d), then the Agreement will terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section 1.1(a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section Eight.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section One.1(a).

  • If CPE exercises its termination right in connection with a Force Majeure Failure under Section Nine.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in CPE’s Notice of termination, subject to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section One.1(a).

  • If Buyer exercises its termination right in connection with a Force Majeure Failure under Section Eight.1(d), then the Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer’s Notice of termination, subject, to each Party’s satisfaction of all of the final payment and survival obligations set forth in Section One.1(a).

Related to Force Majeure Failure

  • Force Majeure Delay means with respect to the Servicer, any cause or event which is beyond the control and not due to the negligence of the Servicer, which delays, prevents or prohibits such Person’s delivery of the reports required to be delivered or the performance of any other duty or obligation of the Servicer under the Indenture, as the case may be, including, without limitation, computer, electrical and mechanical failures, acts of God or the elements and fire; provided, that no such cause or event shall be deemed to be a Force Majeure Delay unless the Servicer shall have given the Indenture Trustee written notice thereof as soon as practicable after the beginning of such delay.

  • Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

  • Force Majeure Delays means any actual delay in the construction of the Tenant Improvements, which is beyond the reasonable control of Landlord or Tenant, as the case may be, as described in Paragraph 33 of the Lease.

  • Force Majeure Period has the meaning specified in Section 13.1.

  • Force Majeure means an event beyond the control of the supplier and not involving the supplier’s fault or negligence and not foreseeable. Such events may include, but is not restricted to, acts of the purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.

  • Force Majeure Events means acts of war, domestic and/or international terrorism, civil riots or rebellions, quarantines, embargoes and other similar unusual governmental actions, extraordinary elements of nature or acts of God.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Force Majeure Notice means a notice to be given by the Affected Party to the other party stating that a Force Majeure Event has occurred;

  • Relevant Force Majeure Event means a Force Majeure Event in relation to which an Affected Party is claiming relief under this Clause 17; and

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.

  • Force Majeure Exception means any failure or delay in the performance of the Issuer's reporting obligation pursuant to Section 2.4 arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; acts of civil or military authority and governmental action. The Issuer shall use commercially reasonable efforts to commence performance of its obligations during any of the foregoing circumstances.

  • Excused Outage means any disruption to or unavailability of Services caused by or due to (i) Scheduled Maintenance,

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the seven (7) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • Tenant Delay as used in the Lease or this Agreement shall mean any delay that Landlord may encounter in the performance of Landlord’s obligations under the Lease or this Agreement because of any act or omission of any nature by Tenant or its agents or contractors, including any: (1) delay attributable to changes in or additions to the Approved Plans or to the Landlord’s Work requested by Tenant; (2) delay attributable to the postponement of any Landlord’s Work at the request of Tenant; (3) delay caused by a Change Order requested by Tenant; (4) delay attributable to the failure of Tenant to pay, when due, any amounts required to be paid by Tenant pursuant to the Lease; or (5) delay attributable to a failure of Tenant to employ union labor for Tenant’s work at the Premises during the time the Landlord’s Work is being constructed. Tenant shall pay all actual costs and expenses incurred by Landlord which result from any Tenant Delay and the Commencement Date of the Lease shall be accelerated one (1) day for each day the Premises is not Ready for Occupancy as a result of a Tenant Delay. No Tenant Delay shall be deemed to have occurred unless Landlord gives Tenant prior written notice or written notice within five (5) days of the occurrence, as reasonable under the circumstances, specifying the claimed reasons for such Tenant Delay, and Tenant shall fail to promptly correct or cure such Tenant Delay. There shall be excluded from the number of days of any Tenant Delay, or any of the following events of force majeure: labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties, delays in obtaining permits or governmental approvals or any other causes beyond Landlord’s or its contractor’s reasonable control (and other than for financial reasons) (collectively, “Force Majeure Delays”).

  • Force Majeure Report means a report to be given by the Affected Party to the other party following the giving of a Force Majeure Notice;

  • Unavoidable Delay means an event which delays Closing which is a strike, fire, explosion, flood, act of God, civil insurrection, act of war, act of terrorism or pandemic, plus any period of delay directly caused by the event, which are beyond the reasonable control of the Vendor and are not caused or contributed to by the fault of the Vendor. “Unavoidable Delay Period” means the number of days between the Purchaser’s receipt of written notice of the commencement of the Unavoidable Delay, as required by paragraph 5(b), and the date on which the Unavoidable Delay concludes.

  • Landlord Delay shall occur if either: (i) Landlord fails to complete the Base Building and/or other improvements on the Project that are required by the DDA, the Parking REA and/or the CC&Rs, and as a direct result of such failure Tenant is unable to obtain a temporary or permanent certificate of occupancy for the Premises upon substantial completion of the Tenant Improvements; or (ii) substantial completion of the Warm Shell Improvements or Tenant Improvements is delayed directly and solely as a result of any of the following and such delay could not have been mitigated by Tenant using commercially reasonable measures, which delay occurs after the Delivery Date and before the Commencement Date and does not result from Tenant's interference or delay in connection with completion of the Tenant Improvements or after a Tenant Default or Work Letter Draw Event: (a) subject to Paragraph 8 above, unreasonable interference by Landlord or Landlord's Contractor with the construction of the Warm Shell Improvements or the Tenant Improvements; (b) Landlord's failure to comply with any deadlines for response to, or submissions from, Tenant as required by this Work Letter; (c) any material Discretionary Changes to Landlord's Plans or the Warm Shell Plans after their final approval by applicable governmental entities (other than Tenant Modifications) that directly affect Tenant's Plans or the Tenant Improvements; and/or (d) Landlord failure to complete portions of the Base Building and/or other improvements on the Project that are Landlord's obligation to complete hereunder, and as a direct result of such failure Tenant and Tenant's contractors do not have access to the Premises to the extent required to complete the Warm Shell Improvements and/or Tenant Improvements. Tenant shall give Landlord at least five (5) days prior notice if Tenant becomes aware that Landlord is in danger of causing a Landlord Delay, and if Landlord takes appropriate measures to prevent such delay within such five (5) day period, no adjustment to the Commencement Date shall be made on account of such Landlord; provided, however, that if such delay was not reasonably foreseeable by Tenant, the five (5) day period for prior notice and opportunity to mitigate provided above shall be changed to forty-eight (48) hours after Tenant becomes aware of such delay or potential delay.

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Supply Failure has the meaning given to it in Section 7.5.2 (Supply Failure).

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Event of Force Majeure means one of the following events:

  • Tenant Delays means delays caused by: (i) requirements of the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office and lab build-out, or which contain long lead-time or non-standard items requested by Tenant; provided that Landlord has notified Tenant of such deviations upon execution of this Lease (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; (iv) Tenant delay in finalizing and approving the design of the vivarium and value engineering of same or (v) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements including, without limitation any delays caused by Tenant’s presence in the Premises prior to the Term Commencement Date. The Premises shall not be deemed to be incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done which do not unreasonably interfere with Tenant’s occupancy of the Premises. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the permitted use until the Premises are in fact actually ready for such occupancy.

  • Excusable Delay means a delay due to acts of God, governmental restrictions, stays, judgments, orders, decrees, enemy actions, civil commotion, fire, casualty, strikes, work stoppages, shortages of labor or materials or other causes beyond the reasonable control of Borrower, but lack of funds in and of itself shall not be deemed a cause beyond the control of Borrower.

  • Unavoidable Delays means delays due to any of the following, and only the following, (provided that such delay is beyond Construction Manager’s reasonable control): war, insurrection, civil commotion, strikes, slowdowns, lock outs, riots, flood, earthquakes, fires, casualties, acts of God, acts of a public enemy, acts of terrorism, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental moratoriums, unusually severe or abnormal weather conditions, failure of utilities, or a court order which causes a delay (unless resulting from a wrongful act of Construction Manager). In no event shall the application to Construction Manager of any applicable law, regulation, rule or other governmental requirement constitute an Unavoidable Delay. Contractor shall use reasonable good faith efforts to notify Owner not later than five (5) days after Construction Manager knows of the occurrence of an Unavoidable Delay. An extension of time for an Unavoidable Delay shall only be for the period of the Unavoidable Delay, which period shall commence to run from the time of the commencement of the cause of the Unavoidable Delay.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.