Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that: (a) such Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event; (b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence; (d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed); (e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and (f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 7 contracts
Sources: Operation and Maintenance Agreement, Operation and Maintenance Agreement, Operation and Maintenance Agreement
Force Majeure Event. Except as otherwise expressly provided in 9.1 Subject to the provisions of this Electricity Agreement, each Party shall be excused from performance and a party which is affected by a Force Majeure Event (the “Affected Party”) shall not be considered liable to be the other party (the “Non-Affected Party”) for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Clause 9 shall only be excused from performance pursuant to this Clause:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume performance of its obligations; and
(b) where and to the other extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event. Notwithstanding any provision in the Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.2 Where the Affected Party invokes this Clause 9, it shall give notice describing (“Force Majeure Notice”) to the Non-Affected Party:
(a) of the invocation of this Clause 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as is reasonably practicable (to the extent available to the Affected Party) and in any event within seven (7) days after the discovery of the effect that such Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in is having on the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party’s performance of its obligations under this Electricity Agreement; and
(b) of the cessation of the Force Majeure Event, of the cessation of the effects of the Force Majeure Event on the Affected Party’s performance of its obligations under this Electricity Agreement, such and of the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its obligations.
9.3 Where an Affected Party invokes a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; or
(b) continue to comply with its obligations under this Electricity Agreement to the extent that it is possible.
9.4 In the event the Force Majeure Event continues for a period of more than thirty (30) consecutive calendar days, either Party may terminate this Electricity Agreement in accordance with Clause 11.3.
9.5 Force Majeure shall not relieve any Party from its obligations to indemnify or make payment under the Electricity Agreement.
Appears in 6 contracts
Sources: Electricity Agreement, Electricity Agreement, Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in 9.1. Subject to the provisions of this Electricity Agreement, each Party shall be excused from performance and a party which is affected by a Force Majeure Event (the "Affected Party") shall not be considered liable to be the other party (the "Non-Affected Party") for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume the other performance of its obligations; and
(b) where and to the extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event.
9.2. Notwithstanding any provision in this Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.3. Where the Affected Party invokes this Section 9, it shall give the Non-Affected Party:
(a) a notice describing of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as (to the extent available to the Affected Party) and of the effect that such Farce Majeure Event is reasonably practicable and in any event having on the Affected Party's performance of its obligations under this Electricity Agreement; and
(b) within seven three (73) days after Business Days of the discovery date of cessation of the Force Majeure event, a notice of the cessation of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result cessation of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by effects of the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to on the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party's performance of its obligations under this Agreement, such Electricity Agreement and the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its full obligations under this Electricity Agreement.
9.4. Where an Affected Party invokes a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; and
(b) continue to comply with its other unaffected obligations under this Electricity Agreement to the extent that it is possible.
9.5. In the event that the Force Majeure Event continues for a period of more than thirty (30) calendar days, either Party may terminate this Electricity Agreement in accordance with Section 12.3
Appears in 3 contracts
Sources: Electricity Agreement, Electricity Agreement, Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in 9.1. Subject to the provisions of this Electricity Agreement, each Party shall be excused from performance and a party which is affected by a Force Majeure Event (the "Affected Party") shall not be considered liable to be the other party (the "Non-Affected Party") for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume the other performance of its obligations; and
(b) where and to the extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event.
9.2. Notwithstanding any provision in this Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.3. Where the Affected Party invokes this Section 9, it shall give the Non-Affected Party:
(a) a notice describing of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as (to the extent available to the Affected Party) and of the effect that such Farce Majeure Event is reasonably practicable and in any event having on the Affected Party's performance of its obligations under this Electricity Agreement; and
(b) within seven three (73) days after Business Days of the discovery date of cessation of the Force Majeure event, a notice of the cessation of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result cessation of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by effects of the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to on the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party's performance of its obligations under this Agreement, such Electricity Agreement and the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its full obligations under this Electricity Agreement.
9.4. Where an Affected Party invokes a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on
(b) continue to comply with its other unaffected obligations under this Electricity Agreement to the extent that it is possible.
9.5. In the event that the Force Majeure Event continues for a period of more than thirty (30) calendar days, either Party may terminate this Electricity Agreement in accordance with Section 12.3
Appears in 3 contracts
Sources: Electricity Agreement, Electricity Agreement, Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a A “Force Majeure Event; provided that:
(a) such Party gives ” as used herein means any cause beyond the other Party written notice describing the particulars reasonable control of the Force Majeure Event as soon as is reasonably practicable Party affected thereby, including but not limited to: acts of God, acts of the public enemy, insurrections, riots, terrorism, labor disputes, strikes, lockouts, boycotts, labor and material shortages, fires, explosions, landslides, earthquakes, storms, roof falls, rib falls, cave-ins, floods, aquifers, floor conditions, breakdowns of or damage to equipment or facilities, interruptions to transportation or shortages of transportation equipment, embargoes, blockades, acts of military authorities, inability to obtain permits or authorization from any government authority, any laws, orders, rules, regulations, enforcement proceedings or other acts or restraint of governmental authority, unexpected mining conditions including unforeseen changes in any event within the coal seam, or faults or sandstone intrusions in the coal seam, and other cause including unsafe working conditions, or unscheduled outages and other unexpected disruptions at the Plant that exceed seven (7) days after the discovery in duration, whether of the Force Majeure Event kind or character herein enumerated or otherwise, which is not within the control of the Party claiming excuse, whether or not foreseen or foreseeable, which wholly or partly renders the mining removal, processing or loading of all or part, of the normal output of the Mines impractical or unfeasible, or renders the accepting, utilizing, unloading, or intended use of the coal impossible, impractical or unfeasible, and if such which are not caused by acts or omissions of the Party fails failing to provide such notice, such Party perform. Settlement of labor disputes shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event beyond the control and shall not be excused from any delay in without the performance of, fault or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations negligence of the Party that arose before experiencing such event. Seller’s ability to sell coal at a more advantageous price, Buyer’s ability to buy coal at a more advantageous price, or the occurrence causing change in the suspension AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.2 market price of performance coal, price of power, or other related costs, shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for not constitute a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 2 contracts
Sources: Coal Supply Agreement (Vectren Utility Holdings Inc), Coal Supply Agreement (Vectren Corp)
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a A “Force Majeure Event; provided that:
(a) such Party gives ” as used herein means any cause beyond the other Party written notice describing the particulars reasonable control of the Force Majeure Event as soon as is reasonably practicable Party affected thereby, including but not limited to: acts of God, acts of the public enemy, insurrections, riots, terrorism, labor disputes, strikes, lockouts, boycotts, labor and material shortages, fires, explosions, landslides, earthquakes, storms, roof falls, rib falls, cave-ins, floods, aquifers, floor conditions, breakdowns of or damage to equipment or facilities, interruptions to transportation or shortages of transportation equipment, embargoes, blockades, acts of military authorities, inability to obtain permits or authorization from any government authority, any laws, orders, rules, regulations, enforcement proceedings or other acts or restraint of governmental authority, unexpected mining conditions including unforeseen changes in any event within the coal seam, or faults or sandstone intrusions in the coal seam, and other cause including unsafe working conditions, or unscheduled outages and other unexpected disruptions at the Plant that exceed seven (7) days after the discovery in duration, whether of the Force Majeure Event kind or character herein enumerated or otherwise, which is not within the control of the Party claiming excuse, whether or not foreseen or foreseeable, which wholly or partly renders the mining removal, processing or loading of all or part, of the normal output of the Mines impractical or unfeasible, or renders the accepting, utilizing, unloading, or intended use of the coal impossible, impractical or unfeasible, and if such which are not caused by acts or omissions of the Party fails failing to provide such notice, such Party perform. Settlement of labor disputes shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event beyond the control and shall not be excused from any delay in without the performance of, fault or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations negligence of the Party that arose before experiencing such event. Seller’s ability to sell coal at a more advantageous price, Buyer’s ability to buy coal at a more advantageous price, or the occurrence causing change in the suspension market price of performance coal, price of power, or other related costs, shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for not constitute a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.3
Appears in 2 contracts
Sources: Coal Supply Agreement (Vectren Utility Holdings Inc), Coal Supply Agreement (Vectren Corp)
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a A “Force Majeure Event; provided that:
(a) such Party gives ” as used herein means any cause beyond the other Party written notice describing the particulars reasonable control of the Force Majeure Event as soon as is reasonably practicable Party affected thereby, including but not limited to: acts of God, acts of the public enemy, insurrections, riots, terrorism, labor disputes, strikes, lockouts, boycotts, labor and material shortages, fires, explosions, landslides, earthquakes, storms, roof falls, rib falls, cave-ins, floods, aquifers, floor conditions, breakdowns of or damage to equipment or facilities, interruptions to transportation or shortages of transportation equipment, embargoes, blockades, acts of military authorities, inability to obtain permits or authorization from any government authority, any laws, orders, rules, regulations, enforcement proceedings or other acts or restraint of governmental authority, unexpected mining conditions including unforeseen changes in any event within the coal seam, or faults or sandstone intrusions in the coal seam, and other cause including unsafe working conditions, or unscheduled outages and other unexpected disruptions at the Plant that exceed seven (7) days after the discovery in duration, whether of the Force Majeure Event kind or character herein enumerated or otherwise, which is not within the control of the Party claiming excuse, whether or not foreseen or foreseeable, which wholly or partly renders the mining removal, processing or loading of all or part, of the normal output of the Mines impractical or unfeasible, or renders the accepting, utilizing, unloading, or intended use of the coal impossible, impractical or unfeasible, and if such which are not caused by acts or omissions of the Party fails failing to provide such notice, such Party perform. Settlement of labor disputes shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event beyond the control and shall not be excused from any delay in without the performance of, fault or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations negligence of the Party that arose before experiencing such event. Seller’s ability to sell coal at a more advantageous price, Buyer’s ability to buy coal at a more advantageous price, or the occurrence causing change in the suspension market price of performance coal, price of power, or other related costs, shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for not constitute a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.4
Appears in 2 contracts
Sources: Coal Supply Agreement (Vectren Utility Holdings Inc), Coal Supply Agreement (Vectren Corp)
Force Majeure Event. Except as otherwise expressly provided in 9.1. Subject to the provisions of this Electricity Agreement, each a Party shall be excused from performance and which is affected by a Force Majeure Event (the "Affected Party") shall not be considered liable to be the other Party (the "Non-Affected Party") for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume the other performance of its obligations; and
(b) where and to the extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event.
9.2. Notwithstanding any provision in this Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.3. Where the Affected Party invokes this Section 9, it shall give the Non-Affected Party:
(a) a notice describing of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as (to the extent available to the Affected Party) and of the effect that such Farce Majeure Event is reasonably practicable and in any event having on the Affected Party's performance of its obligations under this Electricity Agreement; and
(b) within seven three (73) days after Business Days of the discovery date of cessation of the Force Majeure event, a notice of the cessation of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result cessation of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by effects of the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to on the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party's performance of its obligations under this Agreement, such Electricity Agreement and the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its full obligations under this Electricity Agreement.
9.4. Where an Affected Party invokes this Section 9 as a result of a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on
(b) continue to comply with its other unaffected obligations under this Electricity Agreement to the extent that it is possible.
9.5. In the event that the Force Majeure Event continues for a period of more than thirty (30) calendar days, either Party may terminate this Electricity Agreement in accordance with Section 12.3
Appears in 2 contracts
Sources: Electricity Agreement, Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in 9.1. Subject to the provisions of this Electricity Agreement, each a Party shall be excused from performance and which is affected by a Force Majeure Event (the "Affected Party") shall not be considered liable to be the other Party (the "Non-Affected Party") for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume the other performance of its obligations; and
(b) where and to the extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event.
9.2. Notwithstanding any provision in this Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.3. Where the Affected Party invokes this Section 9, it shall give the Non-Affected Party:
(a) a notice describing of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as (to the extent available to the Affected Party) and of the effect that such Farce Majeure Event is reasonably practicable and in any event having on the Affected Party's performance of its obligations under this Electricity Agreement; and
(b) within seven three (73) days after Business Days of the discovery date of cessation of the Force Majeure event, a notice of the cessation of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result cessation of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by effects of the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to on the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party's performance of its obligations under this Agreement, such Electricity Agreement and the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its full obligations under this Electricity Agreement.
9.4. Where an Affected Party invokes this Section 9 as a result of a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; and
(b) continue to comply with its other unaffected obligations under this Electricity Agreement to the extent that it is possible.
9.5. In the event that the Force Majeure Event continues for a period of more than thirty (30) calendar days, either Party may terminate this Electricity Agreement in accordance with Section 12.3
Appears in 2 contracts
Sources: Electricity Agreement, Electricity Agreement
Force Majeure Event. Except “Force Majeure Event” shall mean unavoidable delays to Tenant’s completion of the Demolition Phase or achievement of Substantial Completion of the Project which are not caused by Tenant, or result from causes beyond the reasonable control of, Tenant and not attributable to its neglect or nonfeasance including, but not limited to, strikes, lockouts, riots, insurrections, acts of terrorism, war, pandemics, epidemics and wide-spread public health emergencies (such as, but not limited to, the COVID-19 pandemic), fire or other casualty or acts of Godunavailability of materials or equipment due to supply disruptions, fire or other casualty, acts of God, power failures, restrictive governmental laws or regulations not in effect as otherwise expressly provided in this Agreementof the Commencement Date, each Party shall delays caused by governmental or quasi-governmental authorities with inspection or approval rights over status of the development or construction, or condemnation, and not caused by or resulting from an act or neglect of Tenant. Delays beyond the control of Tenant that are directly caused by weather, governmental delays beyond customary time periods, or other Acts of God may be excused from performance and shall considered a “Force Majeure Event” only if such events could not be considered to be in default with respect to any obligation hereunder, except reasonably anticipated and prevented by ▇▇▇▇▇▇. In the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to event Tenant claims the extent that its failure of, or delay in, performance is due to occurrence of a Force Majeure Event; provided that:
, as soon as reasonably practicable after the occurrence of such event, Tenant shall (a) such Party gives the other Party provide written notice describing to the particulars Port of the Force Majeure Event as soon as is reasonably practicable nature and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result extent of such Force Majeure Event;
; and (b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, use all commercially reasonable efforts to remedy or remove the inability caused by the any such causes and resume performance under this Agreement without further delay as soon as reasonably possible. In no event will a Force Majeure Event (provided thatexcuse any monetary obligations nor, for avoidance of doubt, result in any change or extension of the Commencement Date hereunder or Tenant’s obligation to pay Base Rent in accordance with Sections 4.2.1 and 4.2.2 below. In no event will a Force Majeure Event, such Party shall be entitled to an adjustment to Event result in any extension of the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderDue Diligence Period.
Appears in 2 contracts
Sources: Ground Lease Agreement, Ground Lease Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Neither Party shall will be excused from performance and shall not be considered liable or deemed to be in default with respect breach of this Agreement or the Work Agreements for failure, hindrance, limitation or delay of performance caused wholly or partly by a Force Majeure Event as long as the Party whose performance is affected by the Force Majeure Event notifies the other Party as promptly as practicable thereof and takes commercially reasonable efforts to overcome it and resume performance hereunder as soon as possible. For the avoidance of doubt, the foregoing sentence shall not apply to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, of performance of any payment obligation. If a Party’s performance is due to affected by a Force Majeure Event; provided that:
(a) such Party gives , the other Party written notice describing time for that Party’s performance will be extended or, as appropriate, suspended for the particulars duration of the Force Majeure Event without liability, except as soon otherwise provided in this Agreement. Each Service Provider shall treat the Service Recipient in the same manner as is reasonably practicable and any other recipient for the affected Services (or similar services), if any, in any event within seven (7) days after connection with the discovery resumption of performance. During the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim period of a Force Majeure Event with respect to such event and shall not be excused from affecting performance by a Service Provider of any delay in the performance of, or inability to performService(s), the Work or any Service Recipient (a) shall be relieved of its other obligations under this Agreement as a result the obligation to pay Fees for such Services(s) throughout the duration of such Force Majeure Event;
, (b) the suspension of performance is of no greater scope shall be entitled to seek an alternative service provider with respect to such Service(s), and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as entitled to permanently terminate the relevant Work Agreement (or, if less than an entire Work Agreement is affected, the affected portions thereof) if a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event shall continue to exist for more than sixty (60) consecutive days, provided that, that the Service Recipient shall provide written notice of such termination to the Service Provider. Except as specifically provided for in respect of a Force Majeure Event, such Party the foregoing shall be entitled not affect any other rights of the Service Recipient to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under terminate this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance or all or any portion of its obligations under this any Work Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 2 contracts
Sources: Master Services Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Master Services Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party If either Aladdin or Northwind shall be excused actually delayed in or is prevented from performance and shall not be considered to be in default with respect to performing any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that of its failure of, or delay in, performance is obligations hereunder due to a Force Majeure Event; provided that:
(a) , including an "Unforeseen Site Condition" as defined below, and to the extent such Party gives delay in or prevention of performance could not be avoided or mitigated by any reasonable method, the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if party claiming such Party fails to provide such notice, such Party delay or prevention shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any performing its obligations hereunder for the period of delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of interruption caused by such Force Majeure Event;.
(bi) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations Within 72 hours after a party becomes aware or should, with due diligence, have become aware of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party party shall be entitled to an adjustment deliver to the times for performance other a notice of its obligations hereunder such event stating the nature thereof. Within seven (other than 7) days of such notice, the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party party claiming the occurrence of a Force Majeure Event shall discharge as required herein all deliver to the other party a notice describing the anticipated impact of its duties such delay on the performance or the party's obligations hereunder, and obligations under this Agreement that are not prevented by within ten (10) days following the end of such Force Majeure Event; andEvent shall provide a written notice of extension of performance of such party's obligations. Such notice shall describe in detail the event causing the delay, the precise effect thereof on the performance of such party's obligations, the length of delay, and the measures taken or to be taken to minimize such delay. In the event that a Party receiving a notice of delay caused by a Force Majeure Event disagrees with such notice, the Parties shall promptly meet and attempt to resolve such dispute. If the Parties are not able to resolve such dispute within five (5) Business Days, then the dispute shall be resolved pursuant to Section 13 hereof.
(fii) when If after a Force Majeure Event has caused Northwind to suspend or delay performance of the Party is able Work, Northwind has failed to take such action as Aladdin could and would lawfully and reasonably initiate to remove or relieve either the cause thereof or its direct or indirect effects, Aladdin may, in its sole discretion and, after notice to Northwind, initiate, at Aladdin's sole expense, such reasonable measures as will be designed to remove or relieve such Force Majeure Event or its direct or indirect effects and thereafter require Northwind to resume full or partial performance of its obligations under the Work. For purposes of this AgreementSection 11, such Party "Unforeseen Site Conditions" shall give mean conditions, not caused by Northwind (including, but not limited to, Northwind's agents, subcontractors or any other contractor affiliated with Northwind), existing as of the other Party written notice date upon which Northwind receives the Notice to Proceed, or thereafter caused by Aladdin or third parties unrelated to Northwind, which, notwithstanding Northwind's investigation of the Site (and provided that effect and shall promptly resume performance hereunderNorthwind's investigation of the Site is in accordance with Good Engineering Practices), was not disclosed or discovered prior to the execution of the EPC Contract(s).
Appears in 2 contracts
Sources: Development Agreement (Aladdin Gaming Enterprises Inc), Development Agreement (Aladdin Gaming Holding LLC)
Force Majeure Event. Except as otherwise expressly provided (a) Any delay or failure in this Agreementthe performance by a Party, each Party other than payment of undisputed amounts, shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to caused by the occurrence of a Force Majeure Event; provided that:. A Force Majeure Event means acts of God, fires, floods, explosion, riots, wars, unusually inclement weather, sabotage, vandalism, terrorism, terroristic acts, restraint of government, governmental acts, changes in laws, regulations or orders or injunctions, labor strikes, breakage or accident of machinery or equipment not directly caused by a lack of proper care or maintenance, and other like events or circumstances that are beyond the reasonable control of the Party affected thereby, despite such Party’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party’s negligence or failure to perform its obligations under this Agreement.
(ab) If the availability of any of the RSS Units is reduced by reason of a Force Majeure Event, such Force Majeure Event shall be deemed to create a Forced Outage, and shall be resolved pursuant to the provisions herein relating to Forced Outage and Additional Expenditures. The Party gives unable to perform by reason of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform and to mitigate the other Party written notice describing the particulars consequences of the Force Majeure Event as soon as is reasonably practicable and in any event within seven practicable; provided that (7i) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such no Party shall be deemed required to have waived settle any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay strike, walkout, lockout, or other labor dispute on terms which, in the performance ofParty’s sole discretion, or are contrary to its interests and (ii) subject to the Additional Expenditure provision, the Party unable to perform shall, as soon as practicable, advise the other Party of the reason for its inability to perform, the Work or nature of any of corrective action needed to resolve performance, and its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove its inability to perform and to mitigate the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance consequences of its obligations hereunder (other than the obligation inability to make payments required hereunder) perform and shall resume performance hereunder advise the other Party of when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is it estimates it will be able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 1 contract
Force Majeure Event. Except as otherwise expressly provided in this AgreementIf either Party is prevented from performing any of its obligations hereunder due to any cause which is beyond the non-performing Party’s reasonable control, each including, but not limited to, fire, explosion, earthquake, flood, other natural disasters or other acts of God; acts, regulations, or laws of any government; war (whether or not declared), acts of terrorism or civil commotion; strike, lock-out or order of any court or administrative body; or failure of public utilities or common carriers (a “Force Majeure Event”), such non-performing Party shall be excused from performance and shall not be considered to be in default liable for breach of this Agreement with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and such non-performance to the extent that its failure of, or delay in, any such non-performance is due to a Force Majeure Event; . Such non-performance will be excused for as long as such event shall be continuing, provided that:
that the non-performing Party (a) such Party gives immediate written notice to the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable Event, and in any event within seven (7b) days after the discovery of exercises all Commercially Reasonable Efforts to eliminate the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its affected obligations under as soon as practicable. If the Force Majeure Event continues unabated for a period of sixty (60) days or more, the Parties shall enter into good faith discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable having regard to the circumstances prevailing at that time, and if such discussions do not result in a new or modified agreement within thirty (30) days following commencement thereof, either Party may terminate this Agreement, such Party shall give Agreement with respect to the other Party affected Product or Products upon written notice to that effect the other Party. Upon termination of this Agreement by Manufacturer pursuant to this Section 10.8 with respect to a Force Majeure Event affecting Distributor, Section 10.9(b)(ii) shall apply with respect to the affected Product or Products. Upon termination of this Agreement by Distributor pursuant to this Section 10.8 with respect to a Force Majeure Event affecting Manufacturer, Sections 10.9(b)(i) and (iii) shall promptly resume performance hereunderapply with respect to the affected Product or Products.
Appears in 1 contract
Sources: Distribution Agreement (Auxilium Pharmaceuticals Inc)
Force Majeure Event. Except as otherwise expressly specifically provided in this Agreement, each neither Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, breach of this Agreement if and to the extent that its any failure of, or delay in, in such Parties’ performance of one or more of its obligations hereunder is due attributable to the occurrence of a Force Majeure Event; provided that:
, the Party claiming a Force Majeure Event shall (a) such Party gives notify the other Party written notice describing in writing of the particulars existence of the Force Majeure Event as soon as is reasonably practicable and in any event within seven Event, (7b) days after the discovery of the Force Majeure Event and if such Party fails promptly exercise all reasonable efforts necessary to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any minimize delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of caused by such Force Majeure Event;
, (bc) notify the suspension other Party in writing of performance is the cessation or termination of no greater scope and of no longer duration than is reasonably required by the said Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
, and (d) resume performance of its obligations hereunder as soon as practicable thereafter. Notwithstanding anything in this Agreement to the Party uses diligentcontrary, commercially reasonable efforts if the Town claims relief pursuant to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party the obligation of Entity Name to make any rent payment hereunder shall be entitled to an adjustment to suspended as of the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming date that the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement commenced until the Town notifies Entity Name that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume it has resumed performance of its obligations under the Agreement. If a Force Majeure Event shall have continued for a period of at least 180 consecutive days, then Entity Name may terminate this Agreement, such Party shall give the other Party Agreement upon thirty (30) days’ written notice to that effect the Town. If at the end of such thirty (30) day period such Force Majeure Event shall still be continuing, this Agreement shall automatically terminate. Upon such termination, neither Party shall have any liability to the other, subject to any obligations which arose prior to such termination (including the payment of rent, additional rent or other payments adjusted to the date of termination on a pro rata basis) and shall promptly resume performance hereundersubject to provisions which expressly survive termination.
Appears in 1 contract
Sources: Solar Lease Agreement
Force Majeure Event. (a) Except as otherwise expressly specifically provided in this Agreement, each neither Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, breach of this Agreement if and to the extent that its any failure of, or delay in, in such Party’s performance of one or more of its obligations hereunder is due attributable to the occurrence of a Force Majeure Event; provided that:
, the Party claiming a Force Majeure Event shall (a) such Party gives notify the other Party written notice describing in writing of the particulars existence of the Force Majeure Event as soon as is reasonably practicable and in any event within seven Event, (7b) days after the discovery of the Force Majeure Event and if such Party fails promptly exercise all reasonable efforts necessary to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any minimize delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of caused by such Force Majeure Event;, (c) notify the other Party in writing of the cessation or termination of said Force Majeure Event, and (d) resume performance of its obligations hereunder as soon as practicable thereafter.
(b) Notwithstanding anything in this Agreement to the suspension of performance is of no greater scope and of no longer duration than is reasonably required by contrary, if the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts Town claims relief pursuant to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party the obligation of Lessee to make any rent payment hereunder shall be entitled to an adjustment to suspended as of the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming date that the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement commenced until the Town notifies Lessee that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume it has resumed performance of its obligations under the Agreement. If a Force Majeure Event shall have continued for a period of at least 180 consecutive days, then Lessee may terminate this Agreement, such Party shall give the other Party Agreement upon thirty (30) days’ written notice to that effect the Town. If at the end of such thirty (30) day period such Force Majeure Event shall still be continuing, this Agreement shall automatically terminate. Upon such termination, neither Party shall have any liability to the other, subject to any obligations which arose prior to such termination (including the payment of rent, additional rent or other payments adjusted to the date of termination on a pro rata basis) and shall promptly resume performance hereundersubject to provisions which expressly survive termination.
Appears in 1 contract
Sources: Option and Solar Lease Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each A Party shall be excused from performance under this Agreement and shall not be considered to be in default with respect to any obligation hereunder, except the obligation hereunder (other than obligations to pay money in a timely manner for Services actually performed or other liabilities actually incurredmoney), if if, and to the extent that extent, its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
provided, however, that (a) such a)such claiming Party gives the other Party written notice describing the and full particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
Event to the other Party promptly after the occurrence of the event relied on, (b) such notice shall estimate the expected duration and probable impact on the performance of such Party’s obligations hereunder, (c) such affected Party shall continue to furnish timely regular reports with respect thereto during the continuation of the delay in the affected Party’s performance, (d) the suspension of performance such obligations sought by such Party is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
, (ce) no obligations obligation or liability of the either Party that which became due or arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the occurrence;
; (df) the affected Party uses diligent, shall exercise all commercially reasonable efforts to remedy mitigate or remove limit the inability caused by the Force Majeure Event (provided thatinterference, for a Force Majeure Event, such Party shall be entitled to an adjustment impairment and losses to the times for performance of its obligations hereunder other Party by promptly taking appropriate and sufficient corrective action; (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(fg) when the affected Party is able to resume performance of its the affected obligations under this Agreement, such the affected Party shall give the other Party written notice to that effect effect, and (h) the affected Party promptly shall promptly resume performance hereunderunder this Agreement. The term “Force Majeure Event” means the occurrence of any event beyond the reasonable control of the Party affected that results in the failure or delay by such Party of some performance under this Agreement, in full or part, including but not limited to the following: drought, flood, earthquake, storm, fire, volcanic eruption, lightning, epidemic, war, pests, riot, civil disturbance, sabotage, terrorism or threat of terrorism, strike or labor difficulty, accident or curtailment of supply or equipment, total casualty to equipment, or restraint, order or decree by a governmental authority. Notwithstanding the foregoing, Force Majeure Events shall expressly not include lack of financial resources, material cost increases in commodities or labor, or other economic conditions.
Appears in 1 contract
Force Majeure Event. Except as otherwise expressly provided in this AgreementAll individual contracts issued to a teacher (whether a tenured contract, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure oflimited contract, or delay in, performance is a supplemental contract) shall include the following language relative to a " Force Majeure Event" (as defined below) whereby the Employer may suspend and/or terminate any individual contract and the applicability of the Basic Contract due to a Force Majeure Event; provided that:
(a) such Party gives . The Employer may suspend and/or terminate this Contract and its obligations hereunder as a result of causes beyond the other Party written notice describing the particulars of the Employer's reasonable control defined herein as a "Force Majeure Event. If a Force Majeure Event as soon as is reasonably practicable causes a suspension of this Contract, the Employer will resume its obligations under this Contract when circumstances allow (provided that the Employer's operations resume during the term of this Contract). Notwithstanding the foregoing, the Employer shall not be obligated to lift the suspension and in any event within resume its obligations under this Contract if doing so would be impractical for some reason including but not limited to significant financial hardship to the Employer. Employer shall provide Employee with written notice seven (7) days after the discovery of the prior to suspending and/or terminating this Contract under this subsection. A Force Majeure Event and if such Party fails to provide such noticeincludes the following: acts of God, such Party shall be deemed to have waived fire, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any right to claim a Force Majeure Event with respect to such event and shall court or governmental administrative body, embargo, acts of government (including stay at home orders), war (whether or not be excused from any delay in the performance ofdeclared), acts of terrorism, pandemic, epidemic, or inability to perform, the Work or any of its other obligations under this Agreement as similar causes (hereinafter collectively a result of such "Force Majeure Event;
(b) "). In the event this Contract is suspended as provided for herein, the Employee shall be paid for all time he/she works up to the point at which the Contract is suspended as well as for any time he/she works after the suspension is lifted. During the period of performance time this Contract is suspended the Employee shall be considered to be on an unpaid furlough until such time as the suspension is lifted. In the event the Contract is terminated as provided for herein, the Employee shall be paid for all time he/she works up to the point of no greater scope termination and of no longer duration than is reasonably required by neither party shall have any further obligation to the Force Majeure Event;
(c) no obligations other under this Contract upon the effectiveness of the Party that arose before termination. This subsection does not include situations in which the occurrence causing school building is closed, but the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts school continues to remedy provide educational services to it’s students remotely or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderat another alternate location.
Appears in 1 contract
Sources: Basic Contract
Force Majeure Event. Except as otherwise expressly provided in 9.1 Subject to the provisions of this Electricity Agreement, each Party shall be excused from performance and a party which is affected by a Force Majeure Event (the “Affected Party”) shall not be considered liable to be the other party (the “Non-Affected Party”) for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume performance of its obligations; and
(b) where and to the other extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event. Notwithstanding any provision in the Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.2 Where the Affected Party invokes this Section 9, it shall give notice describing (“Force Majeure Notice”) to the Non-Affected Party:
(a) of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as is reasonably practicable (to the extent available to the Affected Party) and in any event within seven (7) days after the discovery of the effect that such Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in is having on the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party’s performance of its obligations under this Electricity Agreement; and
(b) of the cessation of the Force Majeure Event, of the cessation of the effects of the Force Majeure Event on the Affected Party’s performance of its obligations under this Electricity Agreement, such and of the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its obligations.
9.3 Where an Affected Party invokes a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; or
(b) continue to comply with its obligations under this Electricity Agreement to the extent that it is possible.
9.4 In the event the Force Majeure Event continues for a period of more than thirty (30) consecutive calendar days, either Party may terminate this Electricity Agreement in accordance with Section 11.3.
9.5 Force Majeure shall not relieve any Party from its obligations to indemnify or make payment under the Electricity Agreement.
Appears in 1 contract
Sources: Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in means any event within seven (7) days after or circumstance or combination of events or circumstances beyond the discovery reasonable control of the Force Majeure Event and if such Party fails Seller that directly results in or causes a failure or delay by or hindrance to provide such notice, such Party shall be deemed to have waived or interference with Seller’s fulfillment wholly or in part of any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, which circumstances cannot be overcome by the exercise of reasonable efforts by Seller. Without limiting the generality of the foregoing, Force Majeure Event includes the following events and circumstances to the extent that they satisfy the above requirements: riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, embargoes, blockages, acts of God, lightning, earthquakes, floods, storms, hurricanes, freezes, cyclones, tidal waves, tornadoes, unusual weather conditions, epidemics, plagues, explosions, chemical contaminations, fires, major equipment failures, strikes, lockouts, go-slows or other labor difficulties or labor shortages, a change in law, and interruptions of fuel supply, power, water, utilities, wastewater disposal or product distribution. Seller will have no liability to Purchaser for its failure to provide such Party Transition Service during the time when the provision of all or a portion of such Transition Service by Seller is prevented, hindered, delayed or rendered impracticable due to a Force Majeure Event, provided that during such Force Majeure Event Seller shall continue to provide all Transition Services under this Agreement to the extent reasonably possible. Seller will promptly give notice of any Force Majeure Event to Purchaser and will indicate in such notice the effect of such event on Seller’s ability to perform hereunder and the anticipated duration of such event. Neither the transition period of any Transition Service nor the Term will be extended due to the occurrence of a Force Majeure Event. If suspension of Seller’s performance continues for more than six consecutive months as a result of a Force Majeure Event, either party may terminate this Agreement by giving notice to the other Party written party pursuant to the notice to that effect and shall promptly resume performance hereunderprovision of the Acquisition Agreement.
Appears in 1 contract
Sources: Transition Services Agreement (Southern Graphic Systems, Inc.)
Force Majeure Event. Except 40.1 Subject to the remainder of Clause 40 (and, in relation to the Supplier, subject to its compliance with any obligations in Clause 15 (Business Continuity and Disaster Recovery)), a Party may claim relief under Clause 40 from liability for failure to meet its obligations under this Call Off Contract for as otherwise expressly provided in this Agreement, each Party shall be excused from performance long as and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and only to the extent that its the performance of those obligations is directly affected by a Force Majeure Event. Any failure of, or delay inby the Supplier in performing its obligations under this Call Off Contract which results from a failure or delay by an agent, performance is Sub-Contractor or supplier shall be regarded as due to a Force Majeure Event only if that agent, Sub-Contractor or supplier is itself impeded by a Force Majeure Event from complying with an obligation to the Supplier.
40.2 The Affected Party shall as soon as reasonably practicable issue a Force Majeure Notice, which shall include details of the Force Majeure Event, its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect.
40.3 If the Supplier is the Affected Party, it shall not be entitled to claim relief under Clause 40 to the extent that consequences of the relevant Force Majeure Event:
40.3.1 are capable of being mitigated by any of the provision of any Services, including any BCDR Services, but the Supplier has failed to do so; provided thatand/or
40.3.2 should have been foreseen and prevented or avoided by a prudent provider of Services similar to the Services, operating to the standards required by this Call Off Contract.
40.4 Subject to Clause 40.5, as soon as practicable after the Affected Party issues the Force Majeure Notice, and at regular intervals thereafter, the Parties shall consult in good faith and use reasonable endeavours to agree any steps to be taken and an appropriate timetable in which those steps should be taken, to enable continued provision of the Services affected by the Force Majeure Event.
40.5 The Parties shall at all times following the occurrence of a Force Majeure Event and during its subsistence use their respective reasonable endeavours to prevent and mitigate the effects of the Force Majeure Event. Where the Supplier is the Affected Party, it shall take all steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.
40.6 Where, as a result of a Force Majeure Event:
40.6.1 an Affected Party fails to perform its obligations in accordance with this Call Off Contract, then during the continuance of the Force Majeure Event:
(a) such Party gives the other Party written notice describing shall not be entitled to exercise any rights to terminate this Call Off Contract in whole or in part as a result of such failure unless the particulars provision of the Services is materially impacted by a Force Majeure Event which endures for a continuous period of more than ninety (90) days; and
(b) the Supplier shall not be liable for any Default and the Contracting Authority shall not be liable for any Contracting Authority Cause arising as a result of such failure;
40.6.2 the Supplier fails to perform its obligations in accordance with this Call Off Contract:
(a) the Contracting Authority shall not be entitled:
(i) during the continuance of the Force Majeure Event as soon as is reasonably practicable to exercise its step-in rights under Clause 38.1.1(b) and in any event within seven 38.1.1(c) (7Contracting Authority Remedies for Default) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Eventfailure;
(bii) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
to receive Delay Payments pursuant to Clause 6.4 (cDelay Payments) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent that the inability Achievement of any Milestone is remedied or removed);
(e) affected by the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(fiii) when to receive Service Credits or withhold and retain any of the Call Off Contract Charges as Compensation for Critical Service Level Failure pursuant to Clause 14 (Critical Service Level Failure) to the extent that a Service Level Failure or Critical Service Level Failure has been caused by the Force Majeure Event; and
(b) the Supplier shall be entitled to receive payment of the Call Off Contract Charges (or a proportional payment of them) only to the extent that the Services (or part of the Services) continue to be provided in accordance with the terms of this Call Off Contract during the occurrence of the Force Majeure Event.
40.7 The Affected Party is able shall notify the other Party as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to resume performance of be unable to comply with its obligations under this Agreement, such Call Off Contract.
40.8 Relief from liability for the Affected Party under Clause 40 shall give end as soon as the other Force Majeure Event no longer causes the Affected Party written notice to that effect be unable to comply with its obligations under this Call Off Contract and shall promptly resume performance hereundernot be dependent on the serving of notice under Clause 40.7.
Appears in 1 contract
Sources: Framework Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each If any Party shall be excused from performance and shall not be considered is unable to be in default with respect to any obligation hereunder, except carry out the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work whole or any part of its other obligations under this Agreement as a result by reason of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to then the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that of such Party as they are not prevented affected by such cause shall be excused during the continuance of the inability so caused, except that should such inability not be remedied within [***] after the date of such cause, the Party not so affected may at any time after the expiration of such [***] period, during the continuance of such inability, terminate this Agreement on giving written notice to the other Party and without payment of a termination fee or other penalty. To the extent that the Party not affected by a Force Majeure Event; and
(f) when Event is unable to carry out the Party is able to resume performance whole or any part of its obligations under this AgreementAgreement because a prerequisite obligation of the Party so affected has not been performed, the Party not affected by a Force Majeure Event also is excused from such performance during such period. A “Force Majeure Event” as used in this Agreement shall mean an unanticipated event that is not reasonably within the control of the affected Party or its subcontractors (including, but not limited to, acts of God, acts of governmental authorities, strikes, war, riot and any other causes of such nature), and which by exercise of reasonable due diligence, such affected Party or its subcontractors could not reasonably have been expected to avoid, overcome or obtain, or cause to be obtained, a commercially reasonable substitute therefor. No Party shall be relieved of its obligations hereunder if its failure of performance is due to removable or remediable causes which such Party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of a Force Majeure Event shall give prompt notice of such fact to the other Party Party, followed by written notice to that effect confirmation of notice, and shall promptly resume performance hereunderexercise due diligence to remove such inability with all reasonable dispatch.
Appears in 1 contract
Force Majeure Event. Except as otherwise expressly provided in 9.1 Subject to the provisions of this Electricity Agreement, each Party shall be excused from performance and a party which is affected by a Force Majeure Event (the “Affected Party”) shall not be considered liable to be the other party (the “Non-Affected Party”) for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Clause 9 shall only be excused from performance pursuant to this Clause:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume performance of its obligations; and
(b) where and to the other extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event. Notwithstanding any provision in the Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.2 Where the Affected Party invokes this Clause 9, it shall give notice describing (“Force Majeure Notice”) to the Non-Affected Party:
10.3 We will inform You at least Ten (10) Business Days before the end of
(a) of the invocation of this Clause 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as is reasonably practicable (to the extent available to the Affected Party) and in any event within seven (7) days after the discovery of the effect that such Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in is having on the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party’s performance of its obligations under this Electricity Agreement; and
(b) of the cessation of the Force Majeure Event, of the cessation of the effects of the Force Majeure Event on the Affected Party’s performance of its obligations under this Electricity Agreement, such and of the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its obligations.
9.3 Where an Affected Party invokes a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; or
(b) continue to comply with its obligations under this Electricity Agreement to the extent that it is possible.
9.4 In the event the Force Majeure Event continues for a period of more than thirty (30) consecutive calendar days, either Party may terminate this Electricity Agreement in accordance with Clause 11.3.
9.5 Force Majeure shall not relieve any Party from its obligations to indemnify or make payment under the Electricity Agreement.
Appears in 1 contract
Sources: Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be 13.1. The Parties agree that one of the following cases is considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
(a) such Party gives the due to natural disasters or war, terrorism, military or other Party written notice describing the particulars violent acts, epidemics, quarantine restrictions, State Agency’s non-compliance or government acts, change of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure EventApplicable Laws policies;
(b) either Party is required to carry out decisions granted by State Authority that partly or totally prevented such Party from performing any of its obligations under this PTC or other similar cases set forth by Applicable Laws;
(c) due to an accident or illness happened to the suspension legal representative of performance is either Party that the legal representative must go to the emergency room at a medical facility;
(d) other event occurring after the execution of no greater scope and of no longer duration than this PTC that is reasonably unforeseeable at the time this PTC was executed, the occurrence and effect of which are unavoidable, insurmountable or uncontrollable, and which prevents the complete or partial performance by either Party of its obligations under this PTC.
13.2. Any case of financial hardship will not be considered Force Majeure Event and notwithstanding any other provisions of this Article, a Force Majeure Event shall not apply to obligations of either Party to make payments to the other Party under this PTC.
13.3. When one of the force majeure events as agreed in Article 13.1 occurs, the Party effected by the Force Majeure Event shall notify the other Party in writing immediately after the Force Majeure Event has occurred and under no circumstance not later than within fifteen (15) Days after the occurrence of such event, to inform the other Party to a reasonable degree of the nature of the event, the date of its occurrence, the estimated duration period and the degree to which the event prevents the notifying Party from performing its obligations under this PTC (the documents proving the reason for Force Majeure Event (if any) are required to be provided by the Party affected by the Force Majeure Event;
(c) no obligations ). The failure of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused affected by the Force Majeure Event (provided that, to perform its obligations will not be considered a breach of its contractual obligations and will not serve as a basis for a the other Party to have the right to terminate this PTC.
13.4. The performance of obligations of the Parties under this PTC will be suspended during the time of Force Majeure Event, such Party shall be entitled Events. The Parties will continue to an adjustment to the times for performance of its perform their obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming after the Force Majeure Event shall discharge as required herein all ends, except for the case specified at Article 12.1(g) of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderPTC.
Appears in 1 contract
Sources: Transfer Agreement
Force Majeure Event. Except as otherwise expressly provided in In the instance of an actual or threatened Force Majeure Event, You agree to take all precautions, measures and actions reasonably within Your control to: avoid any delay or failure to carry out any obligations under this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except Deed; remedy the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to effects of a Force Majeure EventEvent promptly and mitigate any loss suffered as a result of Your failure to carry out any obligations under this Deed (including by the expenditure of funds); provided that:
(a) such Party gives and minimise or reduce the other Party written notice describing impact of the Force Majeure Event on Your Workers, including by finding them alternative work to perform within Your Organisation. If You become aware of any matter likely to constitute a Force Majeure Event affecting Your performance of any of Your obligations under this Deed, You must notify Us as soon as possible, but no later than the next Business Day, of becoming so aware. The Notice must contain: full particulars of the Force Majeure Event, including its nature and likely duration; the obligations affected by the Force Majeure Event; and a plan on what work-around procedures are being undertaken during the Force Majeure Event, including what alternative work Your Workers may be able to undertake to enable them to continue to earn an income during the Force Majeure Event as soon as is reasonably practicable and or what assistance (financial or otherwise) You intend to provide to Your Workers. You must: comply with all reasonable directions from Us in any event within seven (7) days after relation to the discovery Force Majeure Event, or the effects of the Force Majeure Event and if so long as such Party fails directions are not inconsistent with this Deed; take all reasonable steps to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance ofavoid being, or inability to performmitigate the extent to which You are, the Work or any of its other prevented from meeting Your obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts Force Majeure Event; and keep Us up to remedy or remove the inability caused by date on the Force Majeure Event (provided thatand Your actions to overcome, for a or mitigate against the effects of, the Force Majeure Event, such Party shall including information on what alternative work Your Workers may be entitled able to perform. If You are prevented from performing an adjustment to the times for performance obligation under this Deed by reason of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all for which no agreed work-around exists to allow the Deed to be performed, the obligation will be suspended from the date You notify the suspension in respect of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when , until the Party is able to resume performance cessation of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderForce Majeure Event.
Appears in 1 contract
Sources: Deed of Agreement
Force Majeure Event. Except
33.1 Subject to clauses 33.2 and 33.3, non-performance as otherwise expressly provided in a result of a Force Majeure Event by a Party of any obligation required by this Agreement, each Party shall be excused from performance and shall not be considered Deed to be in default with respect to any obligation hereunderperformed by it will, except during the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurredtime, if and to the extent sole extent, that its failure such performance is prevented, wholly or in part, by that Force Majeure Event
(a) be excused; and
(b) not give rise to any liability to the other Party for any Losses arising out of, or delay inin any way connected with, performance is due to that non-performance.
33.2 A Party which is, by reason of a Force Majeure Event; provided that, unable to perform any obligation required by this Deed to be performed will:
(a) such Party gives Notify the other Party written notice describing as soon as possible giving:
(i) full particulars of the particulars event or circumstance of the Force Majeure Event as soon as is reasonably practicable and in any event within seven Event;
(7ii) days after the discovery date of commencement of the Force Majeure Event and if such Party fails an estimate of the period of time required to provide such notice, such Party shall be deemed enable it to have waived any right to claim a resume full performance of its obligations where these particulars are available at the time of the Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to performNotice; and
(iii) where possible, the Work means proposed to be adopted to remedy or any of its other obligations under this Agreement as a result of such ▇▇▇▇▇ the Force Majeure Event;
(b) use reasonable means to remedy or ▇▇▇▇▇ the suspension Force Majeure Event as expeditiously as possible;
(c) resume performance as expeditiously as possible after termination of the Force Majeure Event or after the Force Majeure Event has abated to an extent which permits resumption of performance;
(d) Notify the other Party when the Force Majeure Event has terminated or abated to an extent which permits resumption of performance is to occur; and
(e) Notify the other Party when resumption of no greater scope performance will occur.
33.3 A Force Majeure Event affecting a Party's performance under this Deed will not relieve that Party of liability in the event, and to the extent that:
(a) its negligence or breach of no longer duration than is reasonably required this Deed (which was not caused by the Force Majeure Event;) caused or contributed to its failure to perform under this Deed; or
(cb) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially it failed to use all reasonable efforts endeavours to remedy or the situation and to remove the inability caused by event or circumstances giving rise to the Force Majeure Event (provided that, for Event.
33.4 If a Force Majeure Event, such Party shall be entitled to an adjustment to the times for Event prevents or inhibits Your performance of its obligations hereunder (the Activities or other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented Deed for 40 days or more, then the EPA may, at its sole discretion, elect to terminate this Deed by such Force Majeure Event; and
(f) when the Party is able giving Notice pursuant to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderclause 31.1(n).
Appears in 1 contract
Sources: Funding Deed
Force Majeure Event. Except as otherwise expressly provided As used in this Agreement, each a "FORCE MAJEURE EVENT" shall mean any act or event that prevents the affected Party shall be excused from performance and shall not be considered performing any obligations (other than the payment of money) under this Agreement or complying with any conditions required to be in default complied with under this Agreement if such act or event is beyond the reasonable control of and without the fault or negligence of the affected Party and such Party has been unable by the exercise of all reasonable efforts to overcome or mitigate the effects of such act or event. Force Majeure Events include, but are not limited to, acts of declared or undeclared war, sabotage, landslides, revolution, terrorism, flood, tidal wave, hurricane, lightning, earthquake, fire, explosion, civil disturbance, act of God or the public enemy, any unreasonable delay or failure to act of a court or public authority with respect to any obligation hereundera requested action necessary for the performance of the Services (PROVIDED that such requested action is legal, except the obligation to pay money customary and within such authority's jurisdiction and application therefor was made in a proper and timely manner for Services actually performed (taking into account all circumstances known or other liabilities actually incurredthat should have been known with the exercise of due diligence) and was diligently pursued), if transportation accidents in the event and only to the extent that its failure ofthey cause physical damage to Equipment, or delay in, performance is strikes or other labor disputes of a regional or national character that are not limited to only the employees of Contractor or its affiliates and that are not due to the breach of a labor contract or Applicable Law by the Party claiming Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars of the or its affiliates). Force Majeure Event as soon as is reasonably practicable and Events do not include (i) late delivery of materials or equipment (except in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in only to the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability extent caused by the Force Majeure Event (provided that, for a Force Majeure Event, such including but not limited to those listed above), (ii) the acts or omissions of any Contractor Responsible Party shall be entitled to an adjustment (except in the event and only to the times for performance extent that such act or omission of its obligations such Contractor Responsible Party would itself be excused hereunder by virtue of a Force Majeure Event, including but not limited to those listed above), and (other than iii) in the obligation to make payments required hereunder) event and shall resume performance hereunder when and only to the extent the inability is remedied claiming Party's act, failure to perform or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all event was caused by lack of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the funds or other Party written notice to that effect and shall promptly resume performance hereundermere economic hardship.
Appears in 1 contract
Sources: Engineering, Procurement and Construction Services Agreement (Aes Red Oak LLC)
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars If Lucent becomes aware of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery existence or possible existence of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);Lucent must promptly notify Telstra specifying:
(ei) in a reasonable level of detail, the Party claiming nature of the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(fii) when the Party likely effect on the ability of Lucent to perform under this Agreement.
(b) Upon the occurrence of a Force Majeure Event, Lucent must:
(i) use reasonable endeavours to recommence performance of its obligations directly affected by the Force Majeure Event by means of
(ii) continue to perform those obligations that are not directly affected by the Force Majeure Event; and
(iii) provide Telstra with fortnightly progress reports informing Telstra of the status of the Force Majeure Event and the progress of Lucent in performing the affected obligations.
(c) Subject to clause 13(d), if a Force Majeure Event continues for more than 3 consecutive days or such other period as agreed between the parties (the "PERIOD"), Lucent is able entitled to resume an extension of time for meeting the relevant Date for Loading commencing from the end of the Period and, provided Lucent complies with clause 13(b), continuing until the Force Majeure Event ceases to affect the ability of Lucent to carry out its obligations with respect to that Date for Loading (the "EXTENSION OF TIME").
(d) Before being entitled to an Extension of Time, Lucent must:
(i) establish that the Force Majeure Event is one that was beyond the reasonable control of Lucent;
(ii) establish that the Force Majeure Event could not have been reasonably circumvented by Lucent by means of an alternate source, work-around or implementation of any other mitigation strategy; and
(iii) satisfy Telstra that it has taken all reasonable steps to redeploy resources to continue to perform those obligations that are not directly affected by the Force Majeure Event for the purpose of:
(A) expediting the performance of those obligations; and
(B) lessening the impact of the Force Majeure Event on the performance of its obligations under this Agreement.
(e) Where more than one event or circumstance affects the ability of Lucent to meet a Date for Loading, such Party shall give and one of the other Party written notice events or circumstances is a Force Majeure Event, Lucent is entitled to an Extension of Time. However, the period of that effect and shall promptly resume performance hereunderExtension of Time will commence from the end of the Period until the time the Force Majeure Event ceases to affect the ability of Lucent to meet those obligations under this Agreement directly affected by the Force Majeure Event.
Appears in 1 contract
Force Majeure Event. Except as otherwise expressly provided in 10.1 Neither Client nor ADA shall be liable to the other (save for the obligations to make any payment contemplated under this Agreement) for any failure, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure ofinability, or delay inin performing hereunder if caused by any cause beyond the reasonable control of the Party so failing, performance is due to a including, without limitation, an Act of God, decree of any government, sabotage, riot, war, rebellion, fire, flooding, explosion, pandemics, epidemic, national strike or labor dispute (“Force Majeure Event”); provided that:but due diligence shall be used in curing such cause and in resuming performance.
10.2 Within two (a2) such Party gives the other Party written notice describing the particulars Working Days of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery occurrence of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such the affected Party shall be entitled to an adjustment to provide the times for performance other Party with full written details of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the said Force Majeure Event shall discharge as required herein and its impact on the provision of the Service.
10.3 In the event that a Force Majeure Event impairs a Party’s ability to perform all or any part of its duties and obligations obligation under this Agreement that are not prevented by itself or through a third party (the “Impaired Party”), such Force Majeure Event; and
obligations so affected (fthe “Impaired Obligations”) when shall be extended until such time as the Impaired Party is again able to perform the Impaired Obligations. As soon as the Impaired Party is able to resume performance perform any part of its obligations the Impaired Obligations to the level required under this Agreement, such the Impaired Party shall give resume the Impaired Obligations and the other Party shall accept such resumption of the Impaired Obligations to fulfill the Parties' contractual obligations in accordance with this Agreement.
10.4 The occurrence of Force Majeure Event is not in its own right sufficient grounds for the termination of this Agreement. The Impaired Party must be given a reasonable amount of time (up to a maximum of 30 days) to recover from the disruption resulting from the occurrence of a Force Majeure Event. After 30 days and subject to Clause 10.3 above, if disruption continues either Party may terminate on written notice to that effect the other and neither Party shall promptly resume performance hereunderhave any claims against the other arising from the Force Majeure event.
10.5 In the event of the occurrence of a Force Majeure Event, the Impaired Party shall make reasonable attempts to mitigate the effects of the disruption and any additional expenditure made thereto shall be borne by the Impaired Party.
Appears in 1 contract
Sources: E Commerce Services Agreement
Force Majeure Event. Except as otherwise expressly provided Neither Party will be liable for the failure to perform its obligations under this Agreement or any Product Addendum if the failure is occasioned by a cause or contingency beyond the Party’s reasonable control, including, but not limited to, strikes, lockouts or other labor disturbances not [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. related to Patheon, riots, quarantines, communicable disease outbreaks, wars, acts of terrorism, fires, floods, storms, interruption or delay in transportation not caused by Patheon and where Patheon has used commercially reasonable efforts to use alternative transportation, inability to obtain fuel, power or Materials (a “Force Majeure Event”). A Party claiming a right to excused performance under this AgreementArticle XVII will immediately notify the other Party in writing of the extent of its inability to perform, each which notice will specify the occurrence beyond its reasonable control that prevents the performance. Neither Party shall will be excused entitled to rely on a Force Majeure Event to relieve it from performance and shall not be considered to be in default with respect to any obligation hereunder, except the an obligation to pay money (including any interest for delayed payment) that would otherwise be due and payable under this Agreement. Any failure by Patheon to deliver Product pursuant to a Purchase Order delivered by XenoPort in a timely manner for Services actually performed or other liabilities actually incurredaccordance with the terms of this Agreement due to an order, if and to the extent that its failure ofinjunction, or delay in, performance is due to any other action by a Governmental Authority will not constitute a Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice. If, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligentconditions referred to in this Article XVII, commercially reasonable efforts Patheon is unable to remedy or remove the inability caused by the Force Majeure Event (provided that, fully perform its obligations for a Force Majeure Eventperiod of [ * ], such Party shall be entitled and Patheon foresees that it would not resume its operations in the following [ * ] thereafter, then XenoPort will have the right to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under terminate this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able without liability to resume performance of its obligations under this Agreement, such Party shall give the other Party written Patheon upon [ * ] prior notice to that effect and shall promptly resume performance hereunderPatheon. If XenoPort terminates this Agreement as provided in this Article XVII, Patheon agrees to [ * ] assist XenoPort to transfer the manufacture of the Products to any other facility or facilities selected by XenoPort, [ * ].
Appears in 1 contract
Sources: Master Manufacturing and Supply Agreement (Xenoport Inc)
Force Majeure Event. Except (A) To the extent either party is prevented by a Force Majeure Event from carrying out, in whole or part, its obligations under this Contract and such party (the “Claiming Party”) gives notice and details, orally and confirmed promptly in writing, of such Force Majeure Event to the other party as otherwise expressly provided soon as practicable (but in this Agreementno event later than thirty (30) days after the occurrence thereof), each then the Claiming Party shall be excused from the performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that of its failure of, or delay in, performance is due to a obligations during such Force Majeure Event; provided that:
(a) such . The Claiming Party gives the other Party written notice describing the particulars of shall remedy the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such with all reasonable dispatch. The non-Claiming Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the required to perform or resume performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result to the Claiming Party corresponding to the obligations of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required Claiming Party that are excused by the Force Majeure Event;. Failure to give such notice and furnish such information within the time specified shall be deemed a waiver of all rights under this section for such period of time during which notice was not given. Buyer and Seller shall exercise reasonable efforts to mitigate or eliminate the conditions which have caused the Force Majeure Event, provided, however, nothing herein contained shall be construed as requiring Seller or Buyer to accede to any demands of labor, or labor unions, or suppliers, or other parties which Seller or Buyer considers unacceptable The Claiming Party shall furnish the non-Claiming Party a monthly statement by the fifteenth (15th) day of the calendar month setting forth the amount of tonnage not shipped or to be reduced because of a Force Majeure Event asserted during the second preceding calendar month.
(cB) Except as set forth in this paragraph, no suspension or reduction by reason of a Force Majeure Event shall invalidate the remainder of this Contract but, on the removal of the cause therefor, Shipments shall resume at the specified rate. If a Force Majeure Event persists for (i) a continuous period of sixty (60) days or (ii) an aggregate of seventy-five (75) days during the Term of the Purchase Order or in any twelve month rolling period (if the Term is more than twelve (12) months), then, at any time thereafter during the Force Majeure Event, the non-Claiming Party shall have the option, upon three (3) days’ prior written notice, to terminate this Contract and the obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;parties hereunder.
(dC) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for If there is a Force Majeure Event, such Party delivery of the affected quantity of Coal shall not be made up except at ▇▇▇▇▇’s sole discretion.
(D) If Seller claims a Force Majeure Event under this Contract and has obligations to provide coal of a similar type and quality as the Coal under other coal sales agreements, or if Buyer claims a Force Majeure Event and has obligations to purchase coal of a similar type and quality as the Coal under other coal sales agreements, then any reductions in Seller’s deliveries or Buyer’s purchases (as applicable) shall be entitled to an adjustment to allocated by the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party party claiming the Force Majeure Event on a pro rata basis among this Contract and such other coal purchase or sales agreements involving coal of a similar type and quality as the Coal, to the extent contractually permitted by such agreements. Without limiting the generality of this section, if there is a Force Majeure Event that causes a partial or total curtailment of electrical generation from or electrical generating capacity at the consigned destination or partial or total curtailment of transmission or distribution of electricity therefrom, Buyer shall discharge as required herein all of at its duties and obligations option, be relieved under this Agreement that are not prevented by this section from its obligation to accept up to the pro rata (based on such partial curtailment) quantity or entire (based on such total curtailment) quantity of Seller’s Coal scheduled for delivery for the period of the Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 1 contract
Sources: Coal Procurement Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if (a) If and to the extent that a Party's performance of any of its failure ofobligations under the Set of Agreements is prevented, hindered or delay indelayed by fire, performance is due to flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, pandemics or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event; provided that:
(a) "), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable and in any event within seven (7) days after the discovery of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not will be excused from any delay in the performance offor such non-performance, hindrance or inability to performdelay, the Work or any as applicable, of its other those obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use all its reasonable efforts to recommence performance whenever and to whatever extent possible without delay, and to mitigate the impact of its non-performance, including through the use of alternate sources (including alternate service providers), workaround plans or other means, provided that, for that Customer may terminate the Set of Agreements (or the affected portion(s) thereof) upon not less than ten (10) days written notice to ALLIANCE-ONE in the event a Force Majeure EventEvent preventing, such Party shall be entitled to an adjustment to the times for hindering or delaying ALLIANCE-ONE's performance of any of its obligations hereunder under the Set of Agreements continues for more than ten (10) consecutive days. In case Customer making use of its termination right under this Section, Customer will pay to ALLIANCE-ONE the Termination Fees, if any, provided ALLIANCE-ONE can prove that the Force Majeure Event would have had the same effect on Customer without entering into the Set of Agreements.
(b) In particular, the following events do not qualify as Force Majeure Events: (i) any strike other than general and\or national, lock-out or industrial dispute; (ii) malicious damage or acts of sabotage by any of the obligation Personnel of the Party prevented from performance; or (iii) a failure or inability to make payments required hereunderpay money.
(c) The failures of independent third party providers of services used by ALLIANCE-ONE in performing the Services will not be considered Force Majeure Events.
(d) The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party by telephone (to be immediately confirmed in writing after the inception of such delay) of the occurrence of a Force Majeure Event and shall resume performance hereunder when and to will describe in reasonable detail the extent nature of the inability is remedied or removed);Force Majeure Event.
(e) The occurrence of a Force Majeure Event will not excuse, limit or otherwise affect ALLIANCE-ONE's obligation to provide either normal recovery procedures or any other Business Continuity Services described in the Party claiming Set of Agreements, provided that the Force Majeure Event shall discharge as required herein all does not also prevent ALLIANCE-ONE from providing such Business Continuity Services or any alternative disaster recovery Services including through the use of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; andalternate sources, workaround plans or other means.
(f) when No Charges will be due for the Party is able to resume performance disrupted Services for the duration of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderdisruption.
Appears in 1 contract
Sources: Third Party Administrator Agreement (Lincoln Benefit Life Variable Life Account)
Force Majeure Event. Except as otherwise expressly specifically provided in this Agreement, each neither Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, breach of this Agreement if and to the extent that its any failure of, or delay in, in such Party’s performance of one or more of its obligations hereunder is due attributable to the occurrence of a Force Majeure Event; provided that:
, the Party claiming a Force Majeure Event shall (a) such Party gives notify the other Party written notice describing in writing of the particulars existence of the Force Majeure Event as soon as is reasonably practicable and in any event within seven Event, (7b) days after the discovery of the Force Majeure Event and if such Party fails promptly exercise all reasonable efforts necessary to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any minimize delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of caused by such Force Majeure Event;
, (bc) notify the suspension other Party in writing of performance is the cessation or termination of no greater scope and of no longer duration than is reasonably required by the said Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
, and (d) resume performance of its obligations hereunder as soon as practicable thereafter. Notwithstanding anything in this Agreement to the Party uses diligentcontrary, commercially reasonable efforts if the Town claims relief pursuant to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party the obligation of Entity Name to make any rent payment hereunder shall be entitled to an adjustment to suspended as of the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming date that the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement commenced until the Town notifies Entity Name that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume it has resumed performance of its obligations under the Agreement. If a Force Majeure Event shall have continued for a period of at least 180 consecutive days, then Entity Name may terminate this Agreement, such Party shall give the other Party Agreement upon thirty (30) days’ written notice to that effect the Town. If at the end of such thirty (30) day period such Force Majeure Event shall still be continuing, this Agreement shall automatically terminate. Upon such termination, neither Party shall have any liability to the other, subject to any obligations which arose prior to such termination (including the payment of rent, additional rent or other payments adjusted to the date of termination on a pro rata basis) and shall promptly resume performance hereundersubject to provisions which expressly survive termination.
Appears in 1 contract
Sources: Solar Lease Agreement
Force Majeure Event. Except as otherwise expressly provided If a Party is prevented, hindered or delayed in or from performing any of its obligations under this AgreementAgreement by a Force Majeure Event (“Affected Party”), each the Affected Party shall be excused from performance and shall not be considered to be in default with respect to breach of this Agreement or otherwise liable for any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its such failure of, or delay in, in the performance is due to a Force Majeure Event; provided that:
(a) of such Party gives obligations. The time for performance of such obligations shall be extended accordingly. The corresponding obligations of the other Party written notice describing will be suspended, and its time for performance of such obligations extended, to the particulars same extent as those of the Affected Party. The Affected Party shall: • as soon as reasonably practicable after the start of the Force Majeure Event as soon as is reasonably practicable and in any event within seven but no later than two (72) days after from its start, notify the discovery other Party in writing (e-Mail sufficient) of the Force Majeure Event, the date on which it started, its likely or potential duration, and the presumptive effect of the Force Majeure Event and if such Party fails on its ability to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or perform any of its other obligations under this Agreement as a result the Agreement; and • use all reasonable endeavours to mitigate the effect of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a on the performance of its obligations. If the Force Majeure EventEvent prevents, such Party shall be entitled to an adjustment to hinders or delays the times for Affected Party’s performance of its obligations hereunder for a continuous period of more than four (other than 4) weeks, and such Force Majeure Event has the obligation effect of seriously threatening the successful staging of the FIS Championships the Parties accept that FIS is entitled to make payments required hereunder) and shall resume performance hereunder when and take a decision to amend the programme of the FIS Championships, including but not limited to the extent cancellation or alteration of certain events and Competitions, to postpone or, in case a postponement is not possible, to cancel the inability is remedied or removed);
(e) FIS Championships. FIS will be in constant communication with the Party claiming National Association, the City and the LOC regarding the expected impact and duration of the Force Majeure Event shall discharge as required herein all in the context of its duties and obligations under this decision. In case FIS takes a decision to cancel the FIS Championships, this Agreement that shall terminate immediately without penalty or liability to either Party in respect of such cancellation and termination. If the FIS Championships are not prevented cancelled in their entirety the portion of the Consideration already paid by such Force Majeure Event; and
(f) when FIS shall be refunded by the Party is able to resume performance of its obligations under this AgreementLOC in full. If only certain Competitions are cancelled, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderConsideration will be reduced in accordance with the percentage values set out in Appendix 4.
Appears in 1 contract
Sources: Hosting Agreement
Force Majeure Event. Except as otherwise expressly provided a) Force Majeure Event shall mean an event, condition, occurrence, or circumstance beyond the reasonable control and not attributable to the fault or negligence ofthe Party claiming Force Majeure, which, despite all reasonable efforts at a reasonable cost of the Party claiming the Force Majeure to prevent its occurrence or mitigate its effects, causes a delay or disruption in the performance of any obligation (other than the obligation to pay monies due) imposed on such Party hereunder, including, without limitation, any act of God, labour disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment if caused by an event which would constitute Force Majeure, any order, regulation or restriction imposed by governmental, military, or lawfully established civilian authorities, or any other cause beyond a Party’s control, if either Party shall be unable, because of a Force Majeure Event, to carry out its obligations under this Agreement, each either wholly or in part, that Party shall be excused from for whatever performance and shall not be considered to be in default with respect to any obligation hereunder, except is affected by the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and Force Majeure Event to the extent that its failure ofso affected, or delay in, performance is due to a Force Majeure Event; provided thatif the non-performing Party:
(a) such Party i. gives prompt notice to the other Party written notice describing of the particulars occurrence of the Force Majeure Event giving an estimation of its expected duration and the probable impact on the performance of its obligations hereunder and submitting good and satisfactory evidence of the existence of the Force Majeure Event;
ii. exercises all reasonable efforts to continue to perform its obligations hereunder;
iii. expeditiously acts to correct or cure the Force Majeure Event and submit good and satisfactory evidence that it is making all reasonable efforts to correct or cure the Force Majeure Event;
iv. exercises all reasonable efforts to mitigate or limit harm because of the Force Majeure Event to the other Party to the extent such action will not adversely affect its own interest;
v. provides prompt notice to the other Party of the cessation of the Force Majeure Event;
vi. as soon as reasonably possible after such Force Majeure Event, fulfills or resumes fulfilling its obligations hereunder; but any payment obligations of either Party which arose before the occurrence of the Force Majeure Event causing non-performance shall not be excused because of the occurrence of a Force Majeure Event.
b) Upon the occurrence of a Force Majeure Event, the Party whose performance is reasonably practicable affected by such event (the “Affected Party”) shall notify the other Party (the “Unaffected Party”) of the occurrence as required in Section 13.1(a) and the Affected Party shall include in any such notice an estimate of the time to cure with reasonable diligence the performance affected by such event. If the Affected Party does not proceed forthwith to cure the event with reasonable diligence or the event is not cured within seven (7) days 24 months after the discovery occurrence of the event, the Unaffected Party shall be at liberty to terminate this Agreement.
c) Notwithstanding anything to the contrary herein, if a Force Majeure Event causes the Seller to fail to achieve the Commercial Operation Date by the Final In-Service Date, then the Final In-Service Date shall be deemed to be extended for such reasonable period of delay directly resulting from the impact of the Force Majeure Event and if such Party fails to provide such notice, such Party the term shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereundercorrespondingly extended.
Appears in 1 contract
Sources: Power Purchase Agreement
Force Majeure Event. Except as otherwise expressly provided in 9.1. Subject to the provisions of this Electricity Agreement, each a Party shall be excused from performance and which is affected by a Force Majeure Event (the "Affected Party") shall not be considered liable to be the other Party (the "Non-Affected Party") for any failure or delay in default with respect to the performance of any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and under this Electricity Agreement to the extent that its such failure of, or delay in, performance is due to a Force Majeure Event; , provided thatthat the Affected Party invoking this Section 9 shall only be excused from performance pursuant to this Section:
(a) for so long as the Force Majeure Event continues and for such reasonable period of time thereafter as may be necessary for the Affected Party gives to resume the other performance of its obligations; and
(b) where and to the extent that the failure or delay in performance would not have been experienced but for such Force Majeure Event.
9.2. Notwithstanding any provision in this Electricity Agreement, no Force Majeure Event shall excuse the obligation of a Party written to make payment under this Electricity Agreement.
9.3. Where the Affected Party invokes this Section 9, it shall give the Non-Affected Party:
(a) a notice describing of the invocation of this Section 9 as soon as reasonably practicable but in any event within three (3) Business Days of the date on which the Affected Party becomes aware of the occurrence of the Force Majeure Event, which notice shall include full particulars of the Force Majeure Event as soon as (to the extent available to the Affected Party) and of the effect that such Force Majeure Event is reasonably practicable and in any event having on the Affected Party's performance of its obligations under this Electricity Agreement; and
(b) within seven three (73) days after Business Days of the discovery date of cessation of the Force Majeure event, a notice of the cessation of the Force Majeure Event and if such Party fails to provide such notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such Force Majeure Event;
(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result cessation of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by effects of the Force Majeure Event (provided that, for a Force Majeure Event, such Party shall be entitled to an adjustment to on the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
(f) when the Party is able to resume Affected Party's performance of its obligations under this Agreement, such Electricity Agreement and the date on which the Affected Party shall give the other Party written notice to that effect and shall promptly resume performance hereunderof its full obligations under this Electricity Agreement.
9.4. Where an Affected Party invokes this Section 9 as a result of a Force Majeure Event, it shall:
(a) use reasonable endeavours to mitigate or alleviate the effects of the Force Majeure Event on the performance of its obligations under this Electricity Agreement; and
(b) continue to comply with its other unaffected obligations under this Electricity Agreement to the extent that it is possible.
9.5. In the event that the Force Majeure Event continues for a period of more than thirty (30) calendar days, either Party may terminate this Electricity Agreement in accordance with Section 12.3
Appears in 1 contract
Sources: Electricity Agreement
Force Majeure Event. Except as otherwise expressly provided in this Agreement, each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except the obligation to pay money in a timely manner for Services actually performed or other liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that:
(a) such Party gives the other Party written notice describing the particulars of In the Force Majeure Event as soon as is reasonably practicable and in any event within seven of a Party (7"Affected Party") days after the discovery of the Force Majeure Event and if such Party fails not being able to provide such notice, such Party shall be deemed perform its obligations pursuant to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under this Agreement as a result of such a Force Majeure Eventevent. The Parties hereby undertake that this Agreement shall be correspondingly extended for the period of Force Majeure event. In order of the Party taking benefit of the provision of Force Majeure in this Clause, a Party claiming Force Majeure relief shall:
(i) Give immediate notice to the other Party of the event said to constitute Force Majeure and the obligations whose performance could be delayed, reduced or prevented thereby, and as soon as practicable information about the circumstances of such event in as much details as is then reasonably available and the steps and time estimated necessary to mitigate and remedy the Force Majeure situation;
(bii) Supplement and update the suspension above notices on a weekly basis during such claimed Force Majeure period or such other information as the other Party may reasonably request.;
(iii) Give or procure access to the other Party to examine the scene of performance is of no greater scope and of no longer duration than is reasonably required by the event which gave rise to the Force Majeure Eventevent;
(civ) no obligations of the Party that arose before the occurrence causing the suspension of performance shall Proceed with diligence and at its own expense to take such steps as would be excused taken in accordance with prudent utility practice to mitigate and remedy as a result of the occurrence;soon as possible.
(dv) The measures or steps undertaken by the Affected Party uses diligent, commercially reasonable efforts to remedy alleviate or remove mitigate the inability caused by impact of the Force Majeure Event (provided that, for a Force Majeure Event, such event on the Affected Party. Prior to resumption of normal performance the Party shall be entitled continue their obligations pursuant to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and this Agreement to the extent the inability is remedied or removed);
(e) the Party claiming the Force Majeure Event shall discharge as required herein all of its duties and obligations under this Agreement that are not prevented by such Force Majeure Event; and
event within three (f3) when days, starting from the Party is able to day the Force Majeure event ends the affected party shall notify the other party in writing that the Force Majeure event has ended and resume performance of its obligations under this Agreement, such Party shall give Agreement immediately. The NRANVP may terminate this Agreement after giving the other Party Lessee a prior written notice to that effect and of thirty (30) days in the event the Force Majeure continues for a period beyond three (3) months. Following the issue of the aforesaid termination notice, the Lessee shall promptly resume performance hereundertake all such steps as may be directed by the Lessor including necessary steps required to ensure re-entry of the Lessor to the Leased Land. Notwithstanding any other provision of this Article V2, a Force Majeure event shall not absolve the Lessee from any obligation to make payments in respect of its obligations under this Agreement in the event such payment obligations have arisen prior to the occurrence of the Force Majeure event.]
Appears in 1 contract
Sources: Lease Agreement
Force Majeure Event. Except To the extent either Party is prevented by a Force Majeure Event from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party”) gives notice and details, orally and confirmed promptly in writing, of such Force Majeure Event to the other Party as otherwise expressly provided soon as practicable (but in this Agreementno event later than thirty (30) days after the occurrence thereof), each then the Claiming Party shall be excused from the performance and of its obligations during such Force Majeure Event. The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be considered required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by the Force Majeure Event. Failure to give such notice and furnish such information within the time specified shall be in default with respect deemed a waiver of all rights under this Article for such period of time during which notice was not given. Buyer and Seller shall exercise reasonable efforts to mitigate or eliminate the conditions which have caused the Force Majeure Event, provided, however, nothing herein contained shall be construed as requiring Seller or Buyer to accede to any obligation hereunderdemands of labor, except the obligation to pay money in a timely manner for Services actually performed or labor unions, or suppliers, or other liabilities actually incurred, if and to the extent that its failure of, parties which Seller or delay in, performance is due to Buyer considers unacceptable. No suspension or reduction by reason of a Force Majeure Event; provided that:
Event shall invalidate the remainder of this Agreement but, on the removal of the cause therefor, Shipments shall resume at the specified rate. The Claiming Party shall furnish the non-Claiming Party a monthly statement by the fifteenth (a15th) such Party gives day of the other Party written notice describing calendar month setting forth the particulars amount of tonnage not shipped or to be reduced because of the Force Majeure Event as soon as is reasonably practicable and during the second preceding calendar month. If a Force Majeure Event persists for (a) a continuous period of sixty (60) days or (b) an aggregate of seventy-five (75) days in any event within seven (7) days after twelve-month rolling period, then, at any time thereafter during the discovery period of the Force Majeure Event and if such Event, the non-Claiming Party fails to provide such shall have the option, upon three (3) days prior written notice, such Party shall be deemed to have waived any right to claim a Force Majeure Event with respect to such event and shall not be excused from any delay in the performance of, or inability to perform, the Work or any of its other obligations under terminate this Agreement as a result of such Force Majeure Event;
(b) and the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence;
(d) the Party uses diligent, commercially reasonable efforts to remedy or remove the inability caused by the Force Majeure Event (provided that, for Parties hereunder. If there is a Force Majeure Event, such Party delivery of the affected quantity of Coal shall not be made up except at Buyer’s sole discretion. If Seller claims a Force Majeure Event under this Agreement and has obligations to provide coal of a similar type and quality as the Coal under other coal sales agreements, or if Buyer claims a Force Majeure Event and has obligations to purchase coal of a similar type and quality as the Coal under other coal sales agreements, then any reductions in Seller’s deliveries or Buyer’s purchases (as applicable) shall be entitled to an adjustment to the times for performance of its obligations hereunder (other than the obligation to make payments required hereunder) and shall resume performance hereunder when and to the extent the inability is remedied or removed);
(e) allocated by the Party claiming the Force Majeure Event shall discharge on a pro rata basis among this Agreement and such other coal purchase or sales agreements involving coal of a similar type and quality as required herein all the Coal, to the extent contractually permitted by such agreements. Without limiting the generality of this Article XII, if there is a Force Majeure Event that causes a partial or total curtailment of electrical generation from or electrical generating capacity at the consigned destination or partial or total curtailment of transmission or distribution of electricity therefrom, Buyer shall, at its duties and obligations option, be relieved under this Agreement that are not prevented by Article XII from its obligation to accept up to the pro rata (based on such partial curtailment) quantity or entire (based on such total curtailment) quantity of Seller’s Coal scheduled for delivery during the period of the Force Majeure Event; and
(f) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.
Appears in 1 contract
Sources: Coal Purchase and Sale Agreement (Westmoreland Resource Partners, LP)