Common use of Excusable Delay Clause in Contracts

Excusable Delay. Notwithstanding anything to the contrary herein contained, if the performance of this Agreement by any party or the obligation of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay.

Excusable Delay. Notwithstanding anything to In the contrary herein contained, if the performance event of this Agreement by any party or the obligation of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of Supplier in the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance performance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller any of its obligations or responsibilities under the terms and rightsconditions of this Agreement due directly or indirectly to unforeseen circumstances or a cause which is beyond the reasonable control or without the fault or negligence of Supplier (an “Excusable Delay”), including but Supplier shall not limited be liable for, nor be deemed to be in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. default under or breach of this Agreement on account of such delay and the right to exercise time fixed or required for the accelerated delivery and acceptance option, performance of any such obligation or responsibility shall be postponed by an additional extended for a period equal to the delayperiod during which any such delay persists. Excusable Delay shall be deemed to include, without limitation, delays occasioned by the following causes: (a) force majeure or acts of God; (b) war, warlike operations, act of the enemy, armed aggression, civil commotion, insurrection, riot, embargo or national threat levels affecting international cargo shipments; (c) fire, explosion, earthquake, lightning, flood, draught, windstorm or other action of the elements or other catastrophic or serious accidents; (d) epidemic or quarantine restrictions; (e) any legislation, act, order, directive or regulation of any governmental or other duly constituted authority; (f) strikes, lock-out, walk-out, and/or other labor troubles causing cessation, slow-down or interruption of work; (g) a Required Change; or (h) any default in or breach of this Agreement by Customer or any delay of Customer in the performance of its obligations or responsibilities under the terms and conditions of this Agreement.

Excusable Delay. Notwithstanding anything (a) Subject to complying with the provisions of clause 14(b), SELLER shall be excused from, and shall not be liable for, failure of performance to the contrary herein containedextent due to causes beyond SELLER's control and without SELLER's fault or negligence, if the performance of this Agreement by any party or the obligation of any party hereunder is preventedincluding, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotionbut not limited to, acts of God or public enemiesenemy, blockage acts of Government in either sovereign or embargocontractual capacity, or iiifires, floods, epidemics, quarantine restrictions, unusually severe weather and delays of common carriers. (b) any law or proclamationIn order to be excused from performance under (a): (i) SELLER shall submit, regulationwithin ten (10) calendar days of the start of the event causing delay, ordinance, demand or requirement a written notice stating a complete and detailed description of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected date of commencement, an estimate of the probable period of delay, and explanation indicating how such event was beyond the control of SELLER and not due to its negligence or fault and what efforts SELLER will make to minimize the length of delay; and (ii) SELLER shall promptly notify submit within ten (10) calendar days of the other party end of the event a written notice stating the impact to the schedule and evidence justifying the length of the delay; and (iii) SELLER shall support all reasonable resulting difficulties. Upon such notice, enquiries and requests from LOCKHEED ▇▇▇▇▇▇ to understand and mitigate the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason event and impact of the occurrence same both during and after the event; and (iv) Any delay in the delivery schedule or any other changes needed to the Work arising from an excusable delay under clause 14(a) will only be effective upon completion of any a contract amendment under clause 7(a). (c) Notwithstanding clause 14(a) and (b) LOCKHEED ▇▇▇▇▇▇ may in its absolute discretion refuse the application of clause 14(a) where it believes the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended circumstances set out by the period SELLER under clause 14(b) are inadequate to warrant the application of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. clause 14(a). (d) If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen extends for thirty (1530) days past the due date, then all the dates contained in or more this Agreement for completion Contract may be terminated by the Seller of its obligations LOCKHEED ▇▇▇▇▇▇ without additional cost and rights, including but not limited without liability to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delaySELLER.

Excusable Delay. Notwithstanding anything to the contrary herein contained, if the performance of this Agreement by any party or the obligation of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay.

Excusable Delay. Notwithstanding anything (a) Neither party shall be liable for any excess costs if any delay or failure to perform arises solely out of causes that i. could not be reasonably foreseen and prevented by the contrary herein containedparty, if the performance of this Agreement by any party or the obligation of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, . are beyond the reasonable control of a party hereto, thenthe party, and in that eventiii. occur without the fault or negligence of the party. Such causes may include, but are not limited to, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, or court injunction or order (“Excusable Delay”). (b) In order for the provisions of this Article to apply to a particular Excusable Delay, the affected party so affected shall promptly notify must: i. use its best efforts to minimize the Excusable Delay, and ii. provide written notice of such Excusable Delay to the other party within ten (10) days after the beginning of such Excusable Delay. The written notice shall include the facts giving rise to the Excusable Delay, the anticipated duration of the Excusable Delay, and a proposed work-around plan to minimize the impact. The Seller shall implement any work-around plan approved by ▇▇▇▇▇. (c) If an Excusable Delay which meets the criteria in (a) above is caused by Seller’s subcontractor(s), and the Seller has not contributed to the Excusable Delay, Seller shall not be liable for excess costs provided that Seller has taken all reasonable resulting difficultiesaction to obtain the Goods from other sources in sufficient time to permit Seller to comply with its obligations under this Contract. (d) During the period of such delay or performance failure by Seller or Seller’s subcontractor(s), Buyer may, at its option, in addition to any other remedies Buyer may have under this Contract, by law or in equity, i. purchase Goods from other sources and reduce the quantities of Goods required from Seller, without any liability to Seller, or ii. Upon such notice, extend the disabled party shall, date for performance by a reasonable time not exceeding the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the delay or performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delayfailure.

Excusable Delay. Notwithstanding anything 4.1 Neither Party shall have any liability or be considered to be in breach or default of its obligations under this Contract to the contrary herein contained, if the extent that performance of this Agreement by such obligations (other than an obligation to make any party payments) is delayed or the obligation of any party hereunder is prevented, restricted directly or interfered with by reason of indirectly, due to: (i) fire, explosion, strike, lockout, labor dispute, casualty causes beyond its reasonable control; or accident, epidemic, cyclone, drought, flood or (ii) waracts of God, revolutionact (or failures to act) of governmental authorities or third parties not engaged by either Party, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, war (declared or undeclared), epidemics, civil unrest, riot, civil commotion, acts of public enemies, blockage or embargodelays in transportation, or car shortages; or (iii) any law acts (or proclamation, regulation, ordinance, demand omissions) of the other Party or requirement of any applicable government or any subdivision thereof or representative of any such government, or (iv) any other acts whatsoever, whether similar shipment to storage under Article Part 5.1 of Appendix A or dissimilar to those enumerated, (v) inability on account of causes beyond the reasonable control of Seller to obtain necessary materials, necessary components or services ("Excusable Delay"). An Excusable Delay event includes the failure of a party heretosubcontractor to complete obligations in a timely manner if such failure is itself due to an Excusable Delay event as defined in this Article 4.1. The Party claiming Excusable Delay shall give notice thereof to the other Party and shall use all reasonable efforts to remedy the cause or causes constituting the Excusable Delay, then, and keeping the other Party reasonably informed. Such notice shall be given as promptly as possible but in that no event later than seven (7) Days after becoming (or when reasonably should have become) aware of such occurrence or event, the party so affected . The Party claiming Excusable Delay shall promptly notify the other party Party, as soon as practicable, of any revised delivery date or Service resumption date. The period of non-performance shall be of no greater scope and of no longer duration than is required by the Excusable Delay event. It is the duty of the claiming Party to prove that an event qualifies as an Excusable Delay and its eligibility for Excusable Delay including all reasonable resulting difficulties. Upon such noticespecific action taken to work around or mitigate the impact, the disabled party shall, specific cause for the duration claim of its disability (referred Excusable Delay and to as "Excusable Delay" in this Agreement), be excused from the performance provide written documentation of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect proof to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delayother Party as soon as reasonably possible.

Excusable Delay. Notwithstanding anything (a) Subject to complying with the provisions of clause 14(b) SELLER shall be excused from, and shall not be liable for, failure of performance to the contrary herein containedextent due to causes beyond SELLER's control and without SELLER's fault or negligence, if the performance of this Agreement by any party or the obligation of any party hereunder is preventedincluding, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotionbut not limited to, acts of God or public enemiesenemy, blockage acts of Government in either sovereign or embargocontractual capacity, or iiifires, floods, epidemics, quarantine restrictions, unusually severe weather and delays of common carriers. (b) any law or proclamationIn order to be excused from performance under (a): (i) SELLER shall submit, regulationwithin ten (10) calendar days of the start of the event causing delay, ordinance, demand or requirement a written notice stating a complete and detailed description of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected date of commencement, an estimate of the probable period of delay, and explanation indicating how such event was beyond the control of SELLER and not due to its negligence or fault and what efforts SELLER will make to minimize the length of delay; and (ii) SELLER shall promptly notify submit within ten (10) calendar days of the other party end of the event a written notice stating the impact to the schedule and evidence justifying the length of the delay; and (iii) SELLER shall support all reasonable resulting difficulties. Upon such notice, enquiries and requests from LOCKHEED ▇▇▇▇▇▇ to understand and mitigate the disabled party shall, for event and impact of the duration same both during and after the event; and (iv) Any delay in the delivery schedule or any other changes needed to the Work arising from an excusable delay under clause 14(a) will only be effective upon completion of its disability a contract amendment under clause 7(a). (referred to as "Excusable Delay" in this Agreementc) Notwithstanding clause 14(a) and (b), be excused from LOCKHEED ▇▇▇▇▇▇ may in its absolute discretion refuse the performance application of such of its obligations as are prevented, restricted, or interfered with by reason of clause 14(a) where it believes the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended circumstances set out by the period SELLER under clause 14(b) are inadequate to warrant the application of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. clause 14(a). (d) If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen extends for thirty (1530) days past the due date, then all the dates contained in or more this Agreement for completion Contract may be terminated by the Seller of its obligations LOCKHEED ▇▇▇▇▇▇ without additional cost and rights, including but not limited without liability to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delaySELLER.

Excusable Delay. 11.1 Notwithstanding anything to the contrary herein containedcontained in this Agreement, but subject to paragraph 11.2 below, if either party is prevented or delayed from complying with any of the performance terms of this Agreement and such failure is occasioned by any party or cause beyond its reasonable control including, without limitation, the obligation operation of any party hereunder is preventedlaw, restricted regulation or interfered with by reason order of : i) firegovernment or any other duly constituted authority, explosionlabour dispute or disturbance, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolutionlock out, riot, war, interference by civil commotionor military authority or act of God, acts but excluding a lack of public enemiesfinances or economic hardship, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in then that event, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed liable to be in default under this Agreement nor be subject the other party for any damage or loss to any liability person or damage. The property or costs or charges associated therewith or occasioned thereby and the time period during which any party is to perform for performance of the parties obligations under this Agreement shall be extended by the a period of any Excusable Delay. Excusable Delay under the same terms occurring in respect time equal to the Seller's sub-contractors shall time required to remove or remedy the excusable delay; provided always that should the Subscriber be deemed to be Excusable Delay occurring prevented, through excusable delay as set out herein, from providing or verifying Data to the Seller. If Supplier in accordance with the Seller terms hereof, the Supplier may in its sole discretion and until such time as the excusable delay is prevented from proceeding according remedied and the Data supplied by the Subscriber to any the Supplier is verified as required by the terms of this Agreement, refuse to give out to Excavators information as to the Subscriber's Underground Facilities and inform Excavators that they must contact the Subscriber directly to learn of the schedules location of the Subscriber's Underground Facilities. 11.2 The party prevented or delayed from complying with a term of this Agreement as a result of an excusable delay as set out in paragraph 11.1 above shall not be excused from liability, and the time for performance of the parties obligations under this Agreement shall not be extended, unless that party: (a) notifies the other party of such event giving, or anticipated to give, rise to the prevention or delay in performance and of the obligations expected to be affected thereby immediately upon being made aware of the occurrence or impending occurrence of the event; (b) immediately commences and diligently pursues the taking of all such steps as may be reasonable in the circumstances to cause the discontinuance of and to minimize the effect of the event causing the prevention or delay in performance, provided that neither party shall be required by the Buyer's faultprovisions hereof to settle any strike, by a delay lock out or other labour dispute on terms which it would not otherwise be willing to agree to; and (c) notifies in writing the part other party forthwith upon the occurrence of any significant development in this process of attempting to discontinue and minimize the effect of the Buyer, event causing the prevention or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained delay in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delayperformance.

Excusable Delay. Notwithstanding anything to Whenever Lessor or Lessee is required by the contrary herein contained, if the performance provisions of this Agreement by Lease to perform an obligation (other than for the payment of money) or any party work and Lessor or Lessee, as the obligation of any party hereunder case may be, is prevented, restricted or interfered with prevented from doing so by reason of : i) firean Excusable Delay (as hereinafter defined), explosionLessor or Lessee, strikeas the case may be, lockoutshall be temporarily relieved of its obligation to so perform, provided it promptly notifies the other party of the specific delay and exercises due diligence to remove or overcome it. The words "Excusable Delay" shall mean any delay due to strikes, lockouts or other labor disputeor industrial disturbance; civil disturbance; future order of any government, casualty court or accident, epidemic, cyclone, drought, flood or ii) regulatory body claiming jurisdiction; act of the public enemy; war, revolution, riot, civil commotion, acts of public enemiessabotage, blockage or embargo; unforeseen physical (including environmental) conditions; failure or inability to secure (i) materials (or their reasonable substitutes), (ii) supplies (or their reasonable substitutes); or (iii) labor through ordinary sources; regulation or order of any government or regulatory body; lightning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, (iii) the existence of a sewer moratorium or other development moratorium or similar event or objection by any person or entity to the development or construction of the Demised Premises, which would prohibit, or iiimaterially and adversely interfere with or impair the Lessor's timely ability to (a) any law obtain all final, unappealable permits, licenses or proclamationapprovals required by all governmental authorities having jurisdiction over the Building, regulation, ordinance, demand the Addition and the Demised Premises or requirement of any applicable government (b) construct the Addition or any subdivision thereof or representative of any such government, or the Demised Premises in accordance with the plans and specifications approved by the Lessor and the Lessee (items (a) and (b) above being hereinafter collectively referred to as a "Permit Delay") (iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control act or omission of a party hereto, then, and in that event, the party so affected shall promptly notify the other party which prevents the party responsible for performing from complying, or which materially and adversely interferes with the ability of all reasonable resulting difficultiesthe party required to perform to comply with, an obligation under this Lease on Lessor's or the Lessee's part to be performed, as the case may be. Upon such noticeAny time limits required to be met by Lessor hereunder, whether specifically made subject to Excusable Delay or not, except those related to the disabled party provision of insurance shall, unless specifically stated to the contrary elsewhere in this Lease, be automatically extended by the number of days by which any performance called for the duration of its disability (referred is delayed due to as "Excusable Delay" . Lessee shall, in no event, have any right to terminate this Agreement)Lease, abate Base Rent or Additional Rent or assert a claim of partial or t▇▇▇▇ actual or constructive eviction because of any failure by Lessor to perform any obligation or work required to be excused from the performance of performed under this Lease, if such of its obligations as are prevented, restricted, or interfered with failure occurs by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. In no event, however, shall an Excusable Delay under the same terms occurring in respect be applicable to the Seller's sub-contractors shall be deemed any obligation of Lessee to pay Rent or Additional Rent hereunder, to pay any other sum of money required to be Excusable Delay occurring paid hereunder or to the Seller. If the Seller is prevented from proceeding according provide any insurance required to any of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delayprovided hereunder.

Excusable Delay. Notwithstanding anything to The term “Excusable Delay” shall mean any event that temporarily delays the contrary herein contained, if development or construction of the performance of this Agreement by any party or Stadium Project Improvements and that is beyond the obligation reasonable control and without contributing fault of any party hereunder is preventedParty, restricted including any fire or interfered with by reason other casualty, act of : i) fireGod, explosionearthquake, strike, lockout, labor dispute, casualty or accidentflood, epidemic, cyclonelandslide, drought, flood or ii) war, revolution, riot, civil commotion, acts terrorism, general unavailability of public enemiesenergy, blockage fuel, water or embargoother necessary utility, strike, slowdown, walk-out, lockout, shortages of labor or labor dispute (other than strike, slowdown, walk-out, lockout, shortages of labor or labor dispute related to the Construction Manager), or iii) a court order issued by a court of competent jurisdiction due to litigation initiated after the Effective Date specifically restraining the Authority and/or Metro from performing its duties and obligations hereunder, provided that the Authority and/or Metro has not taken unreasonable or unlawful actions, or failed to take any law or proclamationaction, regulationthat gave rise to the claim underlying the litigation and/or court order, ordinancehas in good faith diligently and timely defended against the litigation and entry of such court order, demand or requirement of any applicable government or any subdivision thereof or representative and is diligently pursuing in good faith prompt dismissal of any such governmentcourt order and underlying litigation; provided that the term Excusable Delay shall not include an inability to pay monetary obligations (including Rent as defined in the Lease) or, unless caused by a separate Excusable Delay, the failure to obtain any government legislation, approval, action or ivfunding with respect to the Stadium or the Site or any approval, funding or other action by or from any person other than (i) a condemnation action by a Governmental Authority with power of condemnation (other than the Metropolitan Government or the Authority) that is not reasonably expected to, and does not, delay the development or construction of the Stadium for more than six (6) months in the aggregate or (ii) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control action by a Governmental Authority of a party heretogenerally applicable nature that is not specifically targeted with respect to the development, thenconstruction and/or operation of the Stadium or the acquisition or ownership of any portion of the Site and that is not reasonably expected to, and does not, delay the development or construction of the Stadium for more than six (6) months in that eventthe aggregate. In the event of an Excusable Delay, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party Authority shall not be deemed to be in default penalized under this Agreement nor be subject to Section 5.04 above, provided however, that the Authority shall (i), within three (3) business days after it becomes aware that any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. such Excusable Delay under event has commenced, notify StadiumCo in writing of such event and the same terms occurring in respect to causes thereof, once determined, and reasonably estimate the Seller's sub-contractors shall be deemed to be length of such Excusable Delay occurring and (ii) use best efforts to minimize the Sellerdelay. If the Seller is prevented from proceeding according to Authority claims any extension of the schedules set out in this Agreement by date of completion of any obligation hereunder due to an Excusable Delay, it shall be the Buyer's fault, by a delay on the part responsibility of the Buyer, or by a regulatory body with jurisdiction over Authority to reasonably demonstrate that the Buyer's site, or if Excusable Delay is the Buyer delays a payment or the issuance proximate cause of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay.

Excusable Delay. Notwithstanding anything to the contrary herein containedAMDL, if the performance of this Agreement by any party or the obligation of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that event, the party so affected shall promptly notify the other party of all reasonable resulting difficultiesINC. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be liable for loss, damage, detention or delay, nor be deemed to be in default under this Agreement nor be subject from causes beyond its reasonable control, including without limitation, fire, flood, strike or other labor difficulty, act or omission of any governmental authority or if the Distributor, insurrection or riot, embargo, delays or shortage in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources. In the event of delay in performance due to any liability such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay. Warranty AMDL, INC. warrants that the products sold by it will be free of defects in workmanship or damagematerial as of the date of shipment to Distributor. The time period during which any party is Should the Products upon delivery fail to perform under conform with this Agreement warranty, AMDL, INC. shall, upon prompt written notice from the Distributor, correct such non-conformity either by replacement or by refund of the purchase price, at AMDL, INC.'s option in its sole discretion. Return of products to AMDL, INC. pursuant to this paragraph shall be extended by at Distributor's risk and expense. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY WHETHER WRITTEN, ORAL, OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Correction of nonconformities in the manner and for the period of time provided above shall be Distributor's exclusive remedy and shall constitute fulfillment of all liabilities of AMDL, INC. (including direct, indirect, special, incidental and consequential damages), whether any Excusable Delay. Excusable Delay under the same terms occurring claim be in warranty contract, negligence, tort, strict liability or otherwise with respect to any nonconformance or defect in the Seller's sub-contractors Products. The foregoing shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according not apply to any of the schedules set out in this Agreement by the Buyer's faultProduct or part which has been (a) improperly altered, by a delay on the part of the Buyer(b) subjected to misuse, misapplication, negligence or accident, or by (c) used in a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay.manner

Excusable Delay. Notwithstanding anything Excusable delays shall be delays in the controlling operation of the Consultant's work due to strikes, lockouts by others, fire, earthquake, unusual delay in transportation, unavoidable casualties, adverse weather conditions which could not have been reasonably anticipated, epidemic or pandemic, or any other act(s) of God beyond the contrary herein containedConsultant's control, if or by delay authorized by the performance of this Agreement City, or by any party or cause which City shall decide to justify the obligation delay. Except as provided below, in the event of any party hereunder is prevented, restricted or interfered with by reason of : i) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of a party hereto, then, and in that eventan excusable delay, the party so affected shall promptly notify the other party time of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement completion shall be extended by the period for such reasonable time as City may decide. The Consultant’s right to an extension of any Excusable Delay. Excusable Delay under the same terms occurring in respect time for an excusable delay is expressly subject to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any Consultant’s giving written notice of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than such claim within fifteen (15) days past as set forth below following the due datedate the Consultant knew or should have known of the delay. Such notice shall include all of the following and be made in the following manner in order to be valid: i. written documentation as to the asserted cause of the delay, then all including identification of parties (individuals, private entities or public entities) asserted to be responsible, with such parties' contact information and an explanation as to why such party is asserted to be causing a delay, and any written evidence of the dates contained in this Agreement for completion delay asserted to be caused by such party; ii. a detailed description of mitigation efforts undertaken by the Seller of its obligations and rightsConsultant, including but or reasons why such mitigation efforts are not limited practical; iii. an estimate as to the right anticipated length of delay and monetary impact caused by the delay in dollars; iv. if the asserted cause for delay involves government orders, directives or legal proceedings, a copy of all applicable orders and identification by court case number of any such legal proceeding with a general description as to exercise why such orders or legal proceedings are asserted to be causing a delay; and v. notice must be submitted in writing to the accelerated delivery and acceptance option, City’s Project Manager at City Hall before 5:00 p.m. on the fifteenth (15th) day following the date the Consultant knew or should have known of the delay. Failure to give such notice shall be postponed by an additional period equal to construed as a waiver of such right. It is understood and agreed that extensions of time shall be the delayConsultant's sole and exclusive remedy for excusable delays.

Excusable Delay. Notwithstanding anything (i) An Excusable Delay is a delay arising from area-wide labor disputes, acts of God, acts of the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, extraordinarily severe weather (as provided in Section 10.7(b)(v)), or other cause beyond the control of the Contractor, but only if all of the following four elements are present: (1) It was not reasonably expected to the contrary herein contained, if occur in connection with or during the performance of this Agreement the Contract; (2) It was in no way directly or indirectly caused by any party an act or omission of the obligation Contractor, a subcontractor or supplier of any party hereunder is preventedtier, restricted or interfered with any of their agents; (3) It must in fact have caused and necessarily delayed the Work which could not be compensated for by reason revising the sequence of : ioperations; and (4) fire, explosion, strike, lockout, labor dispute, casualty It could not have been adequately guarded against by contractual or accident, epidemic, cyclone, drought, flood or legal means. (ii) warAn extension of time will be granted for an Excusable Delay only if the Contractor has given notice as required in Section 10.4, revolutionand only to the extent that the Contractor took all reasonable steps to mitigate the consequences of such Excusable Delay, riotincluding evaluating a re-sequencing of the critical path, civil commotion, acts of public enemies, blockage or embargo, or and documented all mitigation in its time impact analysis forming the basis for the claimed Excusable Delay. (iii) An extension of time will not be granted for delay caused by Contractor’s failure to receive any law or proclamationPermits, regulationmanifests, ordinanceeasements, demand or requirement of any applicable government licenses, inspections or any subdivision other approvals or authorizations which it is responsible to obtain, unless the Contractor included sufficient time in the Schedule for the processing and approval thereof in accordance with prudent construction practices and diligently pursued such Permits, manifests, easements, licenses, inspections or representative of any such government, other approvals or authorizations with the applicable entity. (iv) any other acts whatsoeverAn extension of time will not be granted for a delay caused by a shortage of materials, whether similar or dissimilar except CTA-furnished materials, unless the Contractor furnishes to those enumerated, beyond the CTA documented proof that materials from every known source within reasonable control reach of a party hereto, thenthe Work and has attempted to substitute materials. Only the physical shortage of material, and not the cost to the Contractor, will be considered under these provisions as a cause for extension of time. (v) An extension of time will not be granted for weather conditions only for severe weather significantly in that eventexcess of the seasonal average, except as set forth in the Specifications. The Contractor must provide time in the Schedule for all foreseeable delays due to seasonal weather conditions and include the delays in the planning and scheduling of all work. Seasonal weather conditions will be determined as described the Specifications. If the Contractor submits a request for an extension to the Contract Time due to adverse weather conditions, the party so affected shall promptly notify request must clearly demonstrate that the other party adverse weather caused the delay and that the weather was significantly more extreme than the average for the period set forth in the Specifications. (vi) An extension of time will be granted for a delay caused by the CTA’s failure to respond to a Contractor submittal by the time required under the Contract Documents, only after Contractor has fully addressed or complied with all reasonable resulting difficulties. Upon CTA comments, Contractor gives CTA a notice of such failure expressly referencing this section, and CTA fails to respond seven (7) days after such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused which case such delay shall accrue from the performance date notice was provided under this Section 10.7(b)(vi); provided that where CTA approval of a submittal is required, CTA’s refusal to approve any such of its obligations submittal shall not give rise to a delay. (vii) If the Contractor is delayed as are prevented, restricted, or interfered with by reason to a portion of the occurrence of any Work, it must nevertheless proceed continuously and diligently with the prosecution of the events above enumerated and such party shall not be deemed to be in default under this Agreement nor be subject to any liability or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any remainder of the schedules set out in this Agreement by the Buyer's fault, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delayWork.

Excusable Delay. Notwithstanding anything Any delays in Architect's Services under a Service Order caused by the following shall be grounds for extending the time for performance of Services under such Service Order to the contrary herein contained, if extent impacted by such delays: (a) the performance actions of this Agreement by any party Owner or its employees; (b) the obligation actions of those in direct contractual relationship with Owner; (c) the actions of any party hereunder is prevented, restricted or interfered with by reason of : igovernmental agency having jurisdiction over the Project to which such Service Order pertains; (d) fire, explosion, strike, lockout, labor dispute, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolution, riot, civil commotion, acts of public enemies, blockage or embargo, or iii) any law or proclamation, regulation, ordinance, demand or requirement the actions of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond Parties not within the reasonable control of a party heretoArchitect; (e) any civil unrest, theninsurrection, and in that eventnatural disaster or other act of God, the party so affected shall promptly notify the war conditions, governmental regulations or actions, embargo, fire, floods, earthquakes ("Force Majeure"); or (f) other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "Excusable Delay" in this Agreement), be excused from the performance of such of its obligations as are prevented, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall unforeseen occurrences not be deemed to be in default under this Agreement nor be subject due to any liability fault or damage. The time period during which any party is to perform under this Agreement shall be extended by the period of any Excusable Delay. Excusable Delay under the same terms occurring in respect to the Seller's sub-contractors shall be deemed to be Excusable Delay occurring to the Seller. If the Seller is prevented from proceeding according to any of the schedules set out in this Agreement by the Buyer's fault, by a delay negligence on the part of Architect all of which, by Architect's exercise of due diligence, could not have been avoided (each, an "Excusable Delay"). Owner shall not be liable to Architect for costs or damages, liquidated or otherwise, on account of any Excusable Delays. Architect shall, within ten (10) calendar days after the Buyerbeginning of any alleged Excusable Delay (unless Owner in writing grants a further period of time to file such notice), notify Owner in writing of the alleged Excusable Delay and request a time extension supported by information sufficient to substantiate the request. Owner will then ascertain the facts and the extent of the alleged Excusable Delay and determine whether or by not it indeed constitutes an Excusable Delay and, if so, whether or not to grant an extension of time for Architect's performance of the Services under the applicable Service Order; Owner shall grant an extension of time for Architect's performance of Services for a regulatory body with jurisdiction over Service Order in the Buyer's siteevent of an Excusable Delay if, or if in weighing the Buyer delays a payment or circumstances of such Excusable Delay, Owner determines in its sole judgment that the issuance circumstances justify such an extension. Extensions of a Letter of Credit pursuant time shall apply only to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay.that

Excusable Delay. Notwithstanding anything to the contrary contained herein containedor in the Plan, if the performance schedule for completion of this Agreement the Project Improvements described in Section 3.2 and any other obligations herein shall be automatically extended by any party the number of days of delay caused by actions or events beyond the obligation control of any party hereunder is preventedthe Developer, restricted including, without limitation, damage or interfered with destruction by reason of : i) fire, explosionfire or casualty, strike, lockout, labor disputecivil disorder, casualty or accident, epidemic, cyclone, drought, flood or ii) war, revolutionrestrictive government regulations, riotlack of issuance of any permits and/or legal authorization by the governmental entity necessary for the construction and occupation of the Project (provided that reasonable efforts have been made to obtain said permits/authorizations and all conditions precedent to the issuance of said permits and/or authorizations have been met), civil commotionshortage or delay in shipment of material or fuel, acts of public enemiesGod, blockage pandemic, unusually adverse weather or embargowet soil conditions, or iii) any law or proclamation, regulation, ordinance, demand or requirement of any applicable government or any subdivision thereof or representative of any such government, or iv) any other acts whatsoever, whether similar or dissimilar to those enumerated, like causes beyond the Developer’s reasonable control control, including without limitation any litigation, court order or judgment resulting from any litigation affecting the validity of a party heretothis Agreement or the Bond Documents (collectively, then, and in that event, the party so affected shall promptly notify the other party of all reasonable resulting difficulties. Upon such notice, the disabled party shall, for the duration of its disability (referred to as "an “Excusable Delay" in ”). The parties agree that as of the date of this Agreement), be excused from no known condition or event exists that would justify an Excusable Delay. Notwithstanding the performance of such of its obligations as are preventedforegoing, restricted, or interfered with by reason of the occurrence of any of the events above enumerated and such party shall not no Excusable Delay will be deemed to be exist unless the Developer notifies the City in default under this Agreement nor be subject writing of such Excusable Delay within 30 days after the commencement of the event causing such Excusable Delay (or within 30 days after the date that the Developer should reasonably have determined that such event will cause such Excusable Delay). An Excusable Delay shall not include any condition or circumstance caused or extended by the Developer or a Related Party or attributable to any liability the action or damageinaction of the Developer or a Related Party. The time period during which any party is If unforeseen site conditions on the Project Site, such as unknown environmental contamination or geotechnical conditions not identified prior to perform under this Agreement the inception of the Project, cause significant delay in preparing the Project Site for construction of the Project Improvements, the deadlines provided in Section 3.2 shall be extended by the for that period of any Excusable Delay. Excusable Delay under time which the same terms occurring in respect Developer can demonstrate to the Seller's sub-contractors shall be deemed reasonable satisfaction of the City Council to be Excusable Delay occurring necessary to remediate such conditions, but in no event shall the Seller. If the Seller is prevented from proceeding according to any of the schedules set out date for substantial completion in this Agreement by the Buyer's faultSection 3.2 be extended beyond December 31, by a delay on the part of the Buyer, or by a regulatory body with jurisdiction over the Buyer's site, or if the Buyer delays a payment or the issuance of a Letter of Credit pursuant to Section 3 by more than fifteen (15) days past the due date, then all the dates contained in this Agreement for completion by the Seller of its obligations and rights, including but not limited to the right to exercise the accelerated delivery and acceptance option, shall be postponed by an additional period equal to the delay2026.