Common use of Force Majeure Defined Clause in Contracts

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations (including, in the case of Contractor, late Delivery) due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a the affected Party or its suppliers and subcontractors Subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions acts of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicableitems); (4) war, acts of terror war and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; or (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”)embargoes. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts reasonable efforts to mitigate such delaysestablish work-around plans, payment of expedited fees, alternate sources, or other means; and (3) the affected Party whose performance is delayed due to a Force Majeure event shall must provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days [***] after such Party’s performance is impacted by the occurrence of such an event. Notwithstanding anything to the contrary in the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) , any failure by a subcontractor Subcontractor to meet its obligations to BoeingContractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event Parties shall use Reasonable Efforts reasonable efforts to minimize the effect of any Force Majeure event. In the event Boeing a Party claims a Force Majeure event, Boeing’s such Party's written notice called for above shall include a detailed description of the portion of the Work (or other obligations) known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan[***]. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that however, the occurrence of a Force Majeure event shall in no event entitle Boeing Contractor to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party Any delay or failure in the performance of a Party’s obligations under this Contract shall be responsible for late Deliveryexcused, and such Party will not be liable for, or be in default for, such delay or non-performance, if the cause of the final completion date delay or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event non-performance is, in whole or in part, beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the Party’s reasonable control and without the fault negligence of the such Party affected (or its suppliers and subcontractors (“Force Majeure”Subcontractors at any tier). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer Purchaser acknowledges that following the end of an excusable delay event, Boeing Contractor shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer Purchaser shall be suspended only for the portion of Contractor’s performance of Work affected by the excusable delay. If the affected Party is the Purchaser, payment obligations of Purchaser shall not be suspended, except if such payment is prevented by the Force Majeure, in which case the Contractor shall be entitled to stop the Work under this Contract and the provisions of Article 22.2 shall apply. If the foregoing Force Majeure event affecting the Purchaser extends for [***…***] months or more, Contractor shall be entitled to terminate the Contract in accordance with the provisions of Article 16.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Force Majeure shall include but are not limited to: (1) acts of God; (2) acts of a public enemy; (3) acts or omissions of a government or government bodies in its sovereign capacity and not contractual capacity (including the inability to obtain and/or the suspension, withdrawal, or non-renewal of export or import licenses required for the performance of the Contract following the exhaustion of any administrative or statutory relief or appeal provision relating thereto); (4) war (declared or undeclared) and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; and (7) sabotage, riots, terrorist acts, theft and embargoes; or (8) strikes, labor and industrial disputes, failures or interruptions in essential services or equipment (e.g., electrical power, telecommunications, fuels, water) and transportation failures (only to the extent Boeing does such events are not complete caused by an act, omission or failure to act of Contractor or its Affiliates) (“Force Majeure”). If a delay or failure in the performance of a Party’s obligations under this Contract is due to either Party or their subcontractor receiving a U.S. government DO or DX rated order (as such terms are defined by the U.S. Department of Defense Priorities and Allocations System or pursuant to 15 C.F.R. Part 700) for work other than that to be performed under this Contract, such delay will be considered as a Force Majeure pursuant to the terms of this Article 16. For the avoidance of doubt, any delay due to a DO or DX rated order issued before or after EDC where the specific impact is known by the relevant Party or its relevant subcontractor at the time of EDC will not be considered Force Majeure. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; and (2) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than [***…***] Business Days after a Force Majeure event shall have commenced or such notifying Party knows of such Force Majeure event, whichever is earlier. Such notice shall also be given at the termination of the Force Majeure event. Notwithstanding anything to the foregoing, any failure by a Subcontractor to meet its obligations to Contractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event Contractor claims a Force Majeure event, Contractor’s written notice called for above shall include a detailed description of the portion of the Work associated with to be affected by such delay, to the best knowledge of Contractor, as well as a Milestoneproposed work-around plan reasonably satisfactory to Purchaser, to the best knowledge of Contractor at the time. The work-around plan shall: (1) set forth Contractor’s reasonable efforts to mitigate the effect of any such Force Majeure event, if possible, and include a schedule for such mitigation and (2) contain sufficient detail for Purchaser to be able to evaluate such plan. Contractor shall periodically and promptly update such written notice and work-around plan to Purchaser as additional information relating to the Force Majeure event becomes known to it. In the event of a Force Majeure event, the Parties shall evaluate the nature and severity thereof and reasonably agree to any modification of the, Delivery requirements under this Contract as is supported by the relevant evidence, facts and circumstances. Provided, however, that for a Force Majeure event occurring following the Critical Design Review Milestone specified in the Statement of Work, the Contractor, at its option, shall be granted a minimum of [***…***] days extension for the Delivery of any Deliverable Items hereunder for each day of effective Force Majeure. The occurrence of a Force Majeure event shall in no event entitle Contractor to an increase in the price for the Work. Any adjustment of time appropriate under this Article shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure " shall be any mean an event or circumstance beyond the reasonable control of a and without the fault or negligence of the Party claiming Force Majeure, which, despite the exercise of reasonable diligence, cannot be or its suppliers and subcontractors and be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, but not be limited toto the extent consistent with the preceding sentence: (1) acts an act of God; war (2) acts of a public enemy; (3) actions declared or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicableundeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the affected Party; explosion; fire; earthquake or seaquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; the binding order of any Governmental Authority (4) warprovided that the affected Party has in good faith considered reasonably contesting such order); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of equipment, acts supplies or products, but only to the extent caused by an event of terror circumstance of Force Majeure; and warlike events; failure of equipment. With respect to the Seller, Force Majeure shall also include (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are to the extent beyond the reasonable control of and without the fault or negligence of Seller) any interruption in distribution service on FME's side of the Delivery Point. No Party shall be deemed to have suffered an event of Force Majeure due to the failure of equipment which that Party is responsible for operating or maintaining unless the equipment has been operated and maintained in accordance with Good Utility Practice. Neither the lack of money nor changes in market conditions shall constitute an event of Force Majeure. perform or delayed in performing at: a) the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to ncement of such affect, gives the foregoing: ithin forty-eight (i48) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.hours after

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure " shall be any mean an event or circumstance beyond the reasonable control of a and without the fault or negligence of the Party claiming Force Majeure, which, despite the exercise of reasonable diligence, cannot be or its suppliers and subcontractors and be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, but not be limited toto the extent consistent with the preceding sentence: (1) acts an act of God; war (2) acts of a public enemy; (3) actions declared or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicableundeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the affected Party; explosion; fire; earthquake or seaquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; the binding order of any Governmental Authority (4) warprovided that the affected Party has in good faith considered reasonably contesting such order); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of equipment, acts supplies or products, but only to the extent caused by an event of terror circumstance of Force Majeure; and warlike events; failure of equipment. With respect to the Seller, Force Majeure shall also include (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are to the extent beyond the reasonable control of and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Seller) any interruption in distribution service on FME's side of the Delivery Point. No Party or its subcontractors hereunder; (2) the resulting delay cannot shall be circumvented by Reasonable Efforts deemed to mitigate such delays; and (3) the Party whose performance is delayed have suffered an event of Force Majeure due to a the failure of equipment which that Party is responsible for operating or maintaining unless the equipment has been operated and maintained in accordance with Good Utility Practice. Neither the lack of money nor changes in market conditions shall constitute an event of Force Majeure event shall provide Majeure. to perform or deKlEaNyeTdUiCnKpYerforming that:PaU)BtLhIeC PSaErRtyVIaCffEecCtOedMMbyISsSuIcOhN mencement oLfinsudcahCa. fBfericdtw, ▇▇▇▇▇▇ es the other Party with written notice thereof Executive Directore woc han For form as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: pEFoFsEsCibTlIVeE. 1/1/2025 PURSUANT TO 807 KAR 5:011 SECTION 9 (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party Contractor shall not be responsible for late Delivery, Delivery or delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party Contractor or its suppliers and subcontractors and shall include, include but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions acts of a government in its sovereign capacity or contractual capacity subject to the DPAS regulations (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicableitems); (4) war, acts of terror war and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts actions taken in response to GIDEP direction concerning technical problems generally affecting the telecommunications industry; and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors embargoes. (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delaysestablish work-around plans, payment of expedited fees, alternate sources, or other means; and (3) the Party whose performance is delayed due to a Force Majeure event shall Contractor must provide the other Party Purchaser with written notice thereof as soon as possible but in no event later than within ten (10) Business Days after such PartyContractor’s performance hereunder is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) , any failure by a subcontractor Subcontractor to meet its obligations to BoeingContractor, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, lockouts, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing Contractor from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event Contractor shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing Contractor claims a Force Majeure event, BoeingContractor’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to CustomerPurchaser. The work-around plan shall: (1) set forth BoeingContractor’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation mitigation; and (2) contain sufficient detail for Customer Purchaser to be able to evaluate such plan. If appropriate, such work-around plan shall use work-around schedules, payment of expedited fees, twenty four (24) hour operations, and the use of alternate Subcontractors (to be approved by Purchaser if required under this Contract). In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that however, the occurrence of a Force Majeure event shall in no event entitle Boeing Contractor to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure " shall be any mean an event or circumstance beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault or negligence of the Party affected or its suppliers and subcontractors (“claiming Force Majeure”, which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, to the extent consistent with the preceding sentence: an act of God; war (declared or undeclared). For ; sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Executive Director affected Party; explosion; fire; earthquake or seaquake; abnormal weather cKoEnNdTitUioCnK; Yhurricane; flood; lightning; high winds; drought; peril of the sea; the bindinPgUoBrLdICer SoEfRaVnIyCEGCoOveMrnMmISeSnItOalN Authority (provided that the affected Party has in good faith considered reasLoinndabalCy.cBornitdewsteilnlg such order); the failure to act on the part of any Governmental Author been timely requested and diligently pursued); unavailability of but only to the extent caused by an event of circumstance of ▇▇▇▇▇) any interrupEtFiFoEnCTinIVdEistribution equipment. With respect to qualify for the Seller, Force Majeure relief hereunder: (1) the event must be beyond the shall also i reasonable control of and without the fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such PartyS service on ▇▇▇▇ Electric’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description side of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to CustomerDelivery Point. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance No Party shall be deemed modified to reflect such recommencement have suffered an event of performance. Payment obligations of Customer shall be suspended only if and Force Majeure due to the extent Boeing does not complete failure of equipment which that Party is responsible for operating or maintaining unless the Work associated equipment has been operated and maintained in accordance with a MilestoneGood Utility Practice. Neither the lack of money nor changes in market conditions shall constitute an event of Force Majeure.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure " shall be any mean an event or circumstance beyond the reasonable control of a and without the fault or negligence of the Party claiming Force Majeure, which, despite the exercise of reasonable diligence, cannot be or its suppliers and subcontractors and be caused to be prevented, avoided or removed by such Party. Force Majeure shall include, but not be limited toto the extent consistent with the preceding sentence: (1) acts an act of God; war (2) acts of a public enemy; (3) actions declared or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicableundeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; banditry; terrorist activity or a threat of terrorist activity which, under the circumstances, would be considered a precursor to actual terrorist activity; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the affected Party; explosion; fire; earthquake or seaquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; the binding order of any Governmental Authority (4) warprovided that the affected Party has in good faith considered reasonably contesting such order); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of equipment, acts supplies or products, but only to the extent caused by an event of terror circumstance of Force Majeure; and warlike events; failure of equipment. With respect to the Seller, Force Majeure shall also include (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are to the extent beyond the reasonable control of and without the fault or negligence of Seller) any interruption in distribution service on Shelby Energy's side of the Delivery Point. No Party shall be deemed to have suffered an event of Force Majeure due to the failure of equipment which that Party is responsible for operating or maintaining unless the equipment has been operated and maintained in accordance with Good Utility Practice. Neither the lack of money nor constitute an event of Force Majeure. y or partly unable to perform its because of Force Majeure, that erform or delayed in performing at: a) the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.such