Common use of Excusable Non-Performance Clause in Contracts

Excusable Non-Performance. A delay or failure by either party to perform its obligations under the Contract will be excused, and will not constitute a Default, only if (1) caused by an event or occurrence beyond the reasonable control of that party and without its fault or negligence, including a labor dispute, and (2) the party unable to perform gives notice of the non-performance (including its anticipated duration) to the other party promptly after becoming aware that it has occurred or is reasonably likely to occur, followed by prompt notices of any material changes in the facts relative to its ability to perform and/or the anticipated duration of the non-performance. Seller and Purchaser shall share information, confer, seek agreement and otherwise act cooperatively to avoid or mitigate the effects of the potential or actual excused non-performance. If Seller is unable to perform for any reason, Purchaser may purchase Products and Services from other sources and reduce its purchases from Seller accordingly without liability to Seller. Within three business days after written request by the other party, the non-performing party will provide adequate assurances that the non-performance will not exceed 30 days. If the non-performing party does not provide those assurances, or if the non- performance exceeds 30 days, the other party may terminate the Contract by notice given to the non- performing party before performance resumes. If Seller reasonably incurs extraordinary costs in order to maintain or restore supply in response to an inability to perform (or what would be an inability to perform except for those extraordinary costs), the cost shall be allocated between the parties in an equitable manner.

Excusable Non-Performance. A delay or failure by either party to perform its obligations under the Contract will be excused, and will not constitute a Default, only if (1) caused by an event or occurrence beyond the reasonable control of that party and without its fault or negligence, including a labor dispute, and (2) the party unable to perform gives notice of the non-performance (including its anticipated duration) to the other party promptly after becoming aware that it has occurred or is reasonably likely to occur, followed by prompt notices of any material changes in the facts relative to its ability to perform and/or the anticipated duration of the non-performance. Seller and Purchaser shall share information, confer, seek agreement and otherwise act cooperatively to avoid or mitigate the effects of the potential or actual excused non-non- performance. If Seller is unable to perform for any reason, Purchaser may purchase Products and Services from other sources and reduce its purchases from Seller accordingly without liability to Seller. Within three business days after written request by the other party, the non-performing party will provide adequate assurances that the non-performance will not exceed 30 days. If the non-performing party does not provide those assurances, or if the non- non-performance exceeds 30 days, the other party may terminate the Contract by notice given to the non- non-performing party before performance resumes. If Seller reasonably incurs extraordinary costs in order to maintain or restore supply in response to an inability to perform (or what would be an inability to perform except for those extraordinary costs), the cost shall be allocated between the parties in an equitable manner.

Excusable Non-Performance. A delay or failure by either party Party to perform its obligations under the Contract (except Buyer’s payment obligations) will be excused, and will not constitute a Default, only if (1) caused by an event or occurrence beyond the reasonable control of that party and without its fault or negligence, including a labor dispute, and negligence (2) the party an “Excusable Event”). The Party unable to perform gives will give notice of the non-performance (including its anticipated duration) to the other party Party promptly after becoming aware that it has occurred or is reasonably likely to occur, followed by prompt notices of any material changes in the facts relative to its ability to perform and/or the anticipated duration of the non-performance. Seller and Purchaser shall Buyer will share information, confer, seek agreement and otherwise act cooperatively to avoid or mitigate the effects of the potential or actual excused non-performance. If Seller is unable to perform for any reason, Purchaser Buyer may purchase Products and Services Supplies from other sources and reduce its purchases from Seller accordingly without liability to Seller. Within three business days after written request by the other partyParty, the non-performing party Party will provide adequate assurances that the non-performance will not exceed 30 days. If the non-performing party Party does not provide those assurances, or if the non- non-performance exceeds 30 days, the other party Party may terminate the Contract pursuant to Section 15.2 by notice given to the non- non-performing party Party before performance resumes. If Seller reasonably incurs extraordinary costs in order to maintain or restore supply in response to an inability to perform (or what would be an inability to perform except for those extraordinary costs), including expedited shipping and/or increased costs to obtain substitute materials or components, the cost shall costs will be allocated equitably shared between the parties in an equitable mannerParties. Buyer may not require Seller to use substitute materials or components for the Supplies that are not fully validated or tested unless and until the Parties first reach written agreement to reasonably share the risk.