A Force Majeure event shall take effect at the moment such an event or circumstance occurs. Upon the occurrence of a Force Majeure event that prevents, interferes with or delays the performance by [[Organization A:Organization]] or [[Organization B:Organization]], in whole or in part, of any of its obligations under this Agreement, the Party affected shall promptly give notice thereof to the other Party describing such event and stating the obligations the performance of which are affected (either in the original or in supplemental notices) and stating, as applicable:

If, for a period of at least […​…], ACADIA ceases all development activities required by clause 5 (other than as a result of the failure of the Phase III Clinical Study for Rett Syndrome) or, following Marketing Authorisation and applicable regulatory approvals, all commercialization activities required by clause 7, in each case in relation to Rett Syndrome, and provided that such cessation was not directly attributable to circumstances outside the reasonable control of ACADIA (including delays due to regulatory or legal reasons), Neuren may give notice in writing to ACADIA requiring ACADIA to provide a written report within […​…] days of

There are no outstanding claims, separately or in the aggregate of material amounts, against the Company on the part of customers or other parties in respect of defects in quality or delays in delivery or completion of contracts or deficiencies of design or performance or otherwise relating to liability for goods or services sold or supplied by the Company and no such claims are threatened or anticipated and there is no matter or fact in existence in relation to goods or services currently sold or supplied by the Company which might give rise to the same.

Termination for Insolvency/Prolonged Delay. If Seller ceases to conduct its operations in the normal course of business or if any proceeding under the bankruptcy or insolvency laws is brought against Seller, a receiver for Seller is appointed or applied for, an assignment for the benefit of creditors is made or an excused delay (or the aggregate time of multiple excused delays) lasts more than 60 days, Buyer may immediately terminate this Order without liability, except for goods or services completed, delivered and accepted within a reasonable period after termination (which will be paid for at the Order price).

“(i) With regard to Tooling required to produce [...​...] Components sourced from [...​...], Buyer shall provide all such Buyer Provided Tooling necessary to commence production, including POs for any required Seller Provided Tooling in accordance with, but not to exceed the pricing quoted in Appendix 5B within [...​...] of signing this Agreement, , it being understood by Buyer that Seller’s performance obligations to produce such [...​...] Components are contingent upon its timely receipt of such Buyer Provided Tooling and, if necessary, Seller Provided Tooling orders. Buyer hereby authorizes Seller to effect any repairs necessary to the Buyer Provided Tooling sourced from [...​...], including any necessary repairs to the skin mold control system, at Seller’s sole cost . Buyer also agrees to deliver any and all Buyer Provided Tooling sourced from [...​...] to Seller by no later than [...​...]. Buyer hereby agrees that all warranties to Buyer from third-party vendors for Buyer Provided Tooling shall inure to the benefit of Seller. Any delays in the delivery of the Buyer Provided Tooling required for [...​...] Component production, or in the placement of POs for Seller Provided Tooling that is required in connection therewith, shall result in an equal, ratable delay in the production and delivery timeline of [...​...] Components to Seller in 2013 and 2014 as set forth in [Appendix 5A], provided that Seller shall use commercially reasonable efforts to overcome any such delays.

If Tenant at any time desires any changes, alterations or additions to the Final TI Working Drawings, Tenant shall submit a detailed written request to Landlord specifying such changes, alterations or additions (a "Tenant Change Request"). Upon receipt of any such request, Landlord, within five (5) business days, shall promptly notify Tenant of # whether the matters proposed in the Tenant Change Request are approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord), # Landlord's estimate of the number of days of delay, if any, which shall be caused in the construction of the Tenant Improvements by such Tenant Change Request if implemented (including, without limitation, delays due to the need to obtain any revised plans or drawings and any governmental approvals), and # Landlord's estimate of the increase, if any, which shall occur in the cost of design, permitting, project management and construction of the Tenant Improvements affected by such Tenant Change Request if such Tenant Change Request is implemented (including, but not limited to, any costs of compliance with laws or governmental regulations that become applicable because of the implementation of the Tenant Change Request). If Landlord approves the Tenant Change Request and Tenant notifies Landlord in writing, within three (3) business days after receipt of such notice from Landlord, of Tenant's approval of the Tenant Change Request (including the estimated delays and cost increases, if any, described in Landlord's notice), then Landlord shall cause such Tenant Change Request to be implemented and Tenant shall be responsible for all actual costs or cost increases resulting from or attributable to the implementation of the Tenant Change Request, and any delays resulting therefrom shall be deemed to be a Tenant Delay (subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance). If Tenant fails to notify Landlord in writing of Tenant's approval of such Tenant Change Request within said three (3) business day period, then such Tenant Change Request shall be deemed to be withdrawn and shall be of no further effect.

“Adapt Material Adverse Effect” means any change, event, circumstance or occurrence that, individually or in the aggregate, # has had or would reasonably be expected to have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or results of operations of the Adapt Target and its Subsidiaries, taken as a whole, or # prevents or materially delays, or is reasonably likely to prevent or materially delay, the consummation of the transaction contemplated hereby; provided, however, that in determining whether there has been an Adapt Material Adverse Effect or whether a Adapt Material Adverse Effect could or would reasonably be expected to occur pursuant to clause (a), any change,

Any payment or proceeds may be paid to the Employee in U.S. dollars or local currency at the Company’s discretion. If the payments or proceeds are paid to the Employee in U.S. dollars, the Employee will be required to set up a U.S. dollar bank account in the PRC so that the payments or proceeds may be deposited into this account. If the payments or proceeds are paid to the Employee in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the payments or proceeds to local currency due to exchange control restrictions.

in respect of ​ or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to ​ or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of ​ or any other Person and whether or not of the kind hereinbefore specified;

Force Majeure. Neither party shall be liable or deemed to be in default for any delay, interruption, or failure in performance under this Agreement resulting from the following events: acts of God, acts of civil or military authority; acts of the public enemy; war; accidents, fires, explosions, power surges, earthquakes, floods, or unusually severe weather; strikes or labor disputes; delays in transportation or delivery outside the reasonable control of the affected party; epidemics; and any similar event beyond the affected party's reasonable control ("Force Majeure Event"), but only to the extent the work of the party to be performed is affected by said Force Majeure Event.