FORCE MAJEURE AND EXCUSABLE DELAY Sample Clauses

FORCE MAJEURE AND EXCUSABLE DELAY. The Parties hereto, respectively, shall not be in default of this Agreement if either is unable to fulfill or is delayed in fulfilling, any of its respective obligations hereunder, or is prevented or delayed from fulfilling its obligations, in spite of its employment of best efforts and due diligence, as a result of natural disasters, unusually severe weather, transportation delays, catastrophic events, casualties to persons or properties, war, governmental preemption in a national emergency, enactment of law, rule or regulation or change in existing laws, rules or national emergency, enactment of law, rule or regulation or change in existing laws, rules or regulations which prevent or adversely affect any Party's ability to perform its respective obligations under this Agreement, or actions by other persons beyond the exclusive control of the Party claiming hindrance or delay, including employees of the other Party, except for the Customer’s obligation to make payments when due. If a Party believes that a hindrance or delay has occurred, it shall give prompt written notice to the other Party of the nature of such hindrance or delay, its effect upon such Party's performance under this Agreement, the action needed to avoid the continuation of such hindrance or delay, and the adverse effects that such hindrance or delay then has or may have in the future on such Party's performance. Notwithstanding notification of a claim of hindrance or delay by one Party, such request shall not affect, impair or excuse the other Party hereto from the performance of its obligations hereunder unless its performance is impossible, impractical or unduly burdensome or expensive in accordance with the terms of this Agreement as set forth in Section 23(c), above, due to unforeseen conditions as determined by the agreement of the Parties including subsurface conditions, or cannot effectively be accomplished without the cooperation of the Party claiming delay or hindrance. The occurrence of such a hindrance or delay may constitute a change in the scope of service, and may result in the need to adjust the Contract Cost in accordance with the terms of this Agreement. In that event, the Agreement must be amended and approved in accordance with Section 19(b) herein. Any decision by the Customer to close or change the use of the facilities or ECMs at the Property shall not constitute a Force Majeure excusing Customer's performance under this Agreement.

FORCE MAJEURE AND EXCUSABLE DELAY. ▇▇▇▇▇▇ shall not be liable for any damages of any kind for delay or non-performance if such delay or non- performance is due directly or indirectly to: (a) the Buyer, including omissions or failure to act on the part of the Buyer, its agents, or employees; (b) an Event of Force Majeure, defined herein as including acts of nature, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workers or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization; (c) causes beyond ▇▇▇▇▇▇’▇ reasonable control, including severe accidents at ▇▇▇▇▇▇’▇ plant, unforeseen production or engineering delays or inability of ▇▇▇▇▇▇ or its vendors to secure adequate materials, manufacturing facilities or labor; or (d)any other acts and causes not within the control of ▇▇▇▇▇▇, which by the exercise of due diligence and reasonable effort, ▇▇▇▇▇▇ would not have been able to foresee, avoid or overcome. ▇▇▇▇▇▇ shall notify the Buyer of any delay or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If such an event should occur, ▇▇▇▇▇▇’▇ period of performance shall be extended for the period equal to the duration of any such event. If the excusable delay or Event of Force Majeure should extend for more than three (3) months, ▇▇▇▇▇▇ and the Buyer may mutually agree to terminate Purchase or any portion thereof impacted by the excusable delay or Event of Force Majeure, and the Buyer shall pay ▇▇▇▇▇▇ for any Products delivered or services performed, any works in process, all materials purchased, any termination costs including vendor settlement expenses, and a reasonable profit on the terminated Purchase or portion thereof, all in accordance with the agreed upon payment terms thereof.

FORCE MAJEURE AND EXCUSABLE DELAY. Aviat Networks shall be excused from performance under this Agreement and not be liable to Customer for delay in performance attributable in whole or in part to any cause beyond its reasonable control (a “Force Majeure event”), including but not limited to, fire, explosion, power blackout, earthquake, flood, lightning strikes, severe weather conditions, strike, embargo, labor disputes, acts of civil or military authority, war, civil disturbance, insurrection, sabotage, terrorism, acts of God, acts of the public enemy, acts of regulatory or governmental agencies, failure or delay in delivery by Aviat Networks’ suppliers or subcontractors, transportation difficulties, shortage of energy, materials, labor or equipment, accident, Customer's fault or negligence or other causes beyond its reasonable control, whether or not similarly to the foregoing. In the event of a Force Majeure event, Aviat Networks shall make reasonable efforts to notify Customer of the nature and extent of such a delay and Aviat Networks (i) will be entitled to a schedule extension on at least a day-for-day basis, (ii) in the event of Customer's fault or negligence, will be also entitled to an equitable adjustment in the price of this contract.

FORCE MAJEURE AND EXCUSABLE DELAY. Supplier will not be liable for any delay or failure in performance hereunder to the extent such delay or failure is due to causes beyond Supplier’s reasonable control and not occasioned by its fault or negligence, including but not limited to, (a) acts of God or the public enemy, embargoes, war, insurrections or riots, fires, floods, explosions, earthquakes or serious accidents, quarantine or other restrictions imposed by any governmental entity, strikes and labor disputes (each a Force Majeure Event); (b) major additional work to be performed on the Part which was not reasonably foreseeable and not occasioned by Supplier;

FORCE MAJEURE AND EXCUSABLE DELAY. 110. “Force majeure and excusable delay,” for purposes of this CAFO, is defined as any event arising from causes beyond the control of Respondent, of any entity controlled by Respondent, or of Respondent’s contractors, that delays or prevents the performance of any obligation under this Consent Agreement despite Respondent’s best efforts to fulfill the obligation. Excusable delay in this CAFO specifically occurs in reference to supply chain issues or lack of product availability in connection with the SEP when Respondent has ordered the emergency equipment within the sixty (60) day time frame from the Effective Date specified in appendix A. The requirement that Respondent exercise “best efforts to fulfill the obligation” includes using best efforts to anticipate any potential force majeure or excusable delay event and best efforts to address the effects of any potential force majeure or excusable delay event (a) as it is occurring and (b) following the potential force majeure or excusable delay, such that the delay and any adverse effects of the delay are minimized. “Force majeure or excusable delay” does not include Respondent’s financial inability to perform any obligation under this Consent Agreement.

FORCE MAJEURE AND EXCUSABLE DELAY. 1. NASA shall perform the requirements of this Consent Agreement in the manner and within the time limits set forth herein, unless the performance is prevented or delayed by events which constitute a force majeure. NASA shall have the burden of proving such a force majeure. A force majeure is defined as any event arising from causes not reasonably foreseeable and beyond the control of NASA, which cannot be overcome by due diligence and which delays or prevents performance in the manner or by a date required by this Consent Agreement. Such events do not include increased costs of performance, changed economic circumstances, reasonably foreseeable weather conditions or weather conditions which could have been overcome by due diligence, or failure to obtain federal, state, or local permits. 2. NASA shall notify EPA, in writing, within seven (7) calendar days after it becomes or should have become aware of any event which NASA claims constitutes a force majeure. Such notice shall estimate the anticipated length of delay, including necessary demobilization and remobilization, its cause, measures taken or to be taken to prevent or minimize the delay, and an estimated timetable for implementation of these measures. Failure to comply with the notice provision of this Section XVII shall constitute a waiver of NASA's right to assert a force 3. If EPA determines that there is excusable delay because the failure to comply or delay has been or will be caused by a force majeure, the time for performance of that requirement of this Consent Agreement may be extended, upon EPA approval, for a period equal to the delay resulting from such force majeure. This shall be accomplished through an amendment to this Consent Agreement pursuant to Section XXIII, "SUBSEQUENT MODIFICATION." Such an extension shall not alter the schedule for performance or completion of any other tasks required by this Consent Agreement, unless these tasks are also specifically altered by amendment of the Consent Agreement. In the event that EPA and NASA cannot agree that any delay or failure has been or will be caused by a force majeure, or if there is no agreement on the length of the extension, NASA may invoke the dispute resolution procedures set forth in Section XV, "DISPUTE RESOLUTION."

FORCE MAJEURE AND EXCUSABLE DELAY. 1. Force majeure, for purposes of this Agreement, is defined as any event arising from unforeseen causes and beyond the control of the Facility or any person or entity controlled by the Facility, including but not limited to Addivant's primary contractors, that delays or prevents the timely performance of any obligation under this Agreement despite the Facility's best efforts to fulfill such obligation. The requirement that Addivant exercise "best efforts to fulfill such obligation" shall include, but not be limited to, best efforts to anticipate potential force majeure events that reasonably would be anticipated and address those before, during, and after its occurrence, such that any delay or prevention of performance is minimized to the extent reasonably possible. Force majeure does not include increased costs of the work to be performed under this Agreement, financial inability to complete the work, work stoppages or other labor disputes. 2. If any event occurs or has occurred that may delay the performance of any obligation under this Agreement, whether or not caused by a force majeure event, the Facility shall contact by telephone and communicate orally with ADEM within 48 hours of when the Facility first knows that the event will cause a delay. If Addivant wishes to claim a force majeure event, then within 14 days after the occurrence of the claimed force majeure event, the Facility shall provide to ADEM in writing the anticipated duration of the delay; all actions taken or to be taken to prevent or minimize the delay; all other obligations affected by the event, and what measures, if any, have been or will be taken to minimize the effect of the event on those obligations; a schedule for implementation of any measures to be taken to prevent or mitigate the delay or the effect of the delay; Addivant's rationale for attributing such delay to a force majeure event if it intends to assert such a claim; and a statement as to whether, in the opinion of Addivant, the delay may cause or contribute to an endangerment to public health or the environment. The Facility shall include with any notice all available documentation supporting its claim, if any, that the delay was attributable to a force majeure. Failure to comply with the above requirements shall preclude Addivant from asserting any claim of force majeure for that event. 3. If ADEM determines that the delay or anticipated delay is attributable to a force majeure event, the time for performance of suc...

FORCE MAJEURE AND EXCUSABLE DELAY. Neither Party shall be under any obligation to perform this Agreement or be liable for any delay or any other breach if and to the extent that such delay or other breach is due to extraordinary, unexpected, insurmountable and unavoidable events or circumstances beyond such Party’s control such as but not limited to: Acts of God or the public enemy, war, insurrections or riots, fires, floods, explosions, earthquakes or serious accidents, epidemics or quarantine (“Force Majeure”).

FORCE MAJEURE AND EXCUSABLE DELAY. (a) Except for any duty arising under the Agreement to make payments, neither party is responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party suffering the force majeure event will (i) implement its applicable disaster recovery plan to the extent appropriate and practicable;