Force Majeure. Failure of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.

Force Majeure. Failure of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.

Force Majeure. Failure of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party ifto the extent (and only to the extent) that such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, terrorism, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation,suppliers, a national health emergency oremergency, compliance with any order or regulation of any government entity acting with color of right.right, or any other cause beyond the reasonable control of such non-performing Party and which is not caused by the negligence, intentional conduct or misconduct of the non-performing Party (each such event or cause referred to as “force majeure”). The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.

Force Majeure. FailureBoth Parties will be excused from the performance of any Party to perform itstheir obligations under this Agreement (exceptto the obligation to make payments when properly due) shall not subjectextent that such performance is prevented or delayed by force majeure and the nonperforming Party to any liability or place them in breachpromptly provides notice of any term or condition of this Agreementthe prevention to the other Party. Such excuse will be continued so long as the condition constituting force majeure continues and the nonperforming Party takes reasonable efforts to remove the condition; provided, however, that if such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performancecondition constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notifyforce majeure continues for more than ninety (90) consecutive days the other Party has the option to terminate this Agreement immediately upon written notice. For purposes of this Agreement, force majeure will mean conditions beyond the control of the condition constituting Force Majeure as defined hereinParties, including an act of God, war, civil commotion, terrorist act, labor strike or lock-out, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe, and shall exert reasonable efforts to eliminate, curefailure of plant or machinery (provided that such failure could not have been prevented by the exercise of skill, diligence, and overcome any such causesprudence that would be reasonably and to resume performanceordinarily expected from a skilled and experienced person engaged in the same type of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockoutundertaking under the same or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.similar circumstances).

Force Majeure. FailureNeither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or acts, omissions or delays in acting by any governmental authority (except to the extent such delay results from the breach by the non-performing Party to performor any of its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breachAffiliates of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control of suchAgreement) (each, a “Force Majeure Event”). The non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constitutingsuch Force Majeure as defined hereinEvent within thirty (30) days after such occurrence by giving written notice to the other Party stating the nature of the Force Majeure Event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall exertbe of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to eliminate, cure and overcome any such causes andremedy its inability to resume performance of its obligations with all possible speed; provided that nothing hereinperform. Notwithstanding the foregoing, a Force Majeure Event shall obligatenot excuse a Party to settle on terms unsatisfactory to such Partyfrom any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.payment obligations.

Force Majeure. FailureEach Party shall be excused from the performance of any Party to perform its obligations under this Agreement (exceptto the obligation to make payments when properly due) shall not subjectextent that such performance is prevented by Force Majeure and the non-performing Party to any liability or place them in breachpromptly provides written notice of any term or condition of this Agreementsuch Force Majeure to the other Party. Such excuse shall be continued so long as the condition constituting Force Majeure continues and the non-performing Party if such failure is duetakes Commercially Reasonable Efforts to any causeremove the condition. “Force Majeure” shall include conditions beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, actsParties, including an act of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikesvoluntary or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency orinvoluntary compliance with any orderregulation, Applicable Law or regulationorder of any government entity acting with colorgovernment, war, act of right. The Party affected shall promptly notify the other Partyterror, civil commotion, labor strike or lock-out, epidemic, failure or default of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performancepublic utilities or common carriers, destruction of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockoutproduction facilities or other labor difficulty, any investigationmaterials by fire, earthquake, storm or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.like catastrophe.

Force Majeure. FailureNeither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts, or other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or acts, omissions or delays in acting by any governmental authority (except to the extent such delay results from the breach by the non-performing Party to performor any of its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breachAffiliates of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control of suchAgreement). The non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of such force majeure within […​…] after such occurrence by giving written notice to the condition constituting Force Majeure as defined hereinother Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall exertbe of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to eliminate, cure and overcome any such causes andremedy its inability to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.perform.

Force Majeure. Failure of anyNeither Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liabilitywill be held liable or place them in breach of any term or condition of this Agreementresponsible to the other Party ifnor be deemed to have breached this Agreement for failure or delay in fulfilling or performing any provision of this Agreement when such failure is due to any causeor delay results from causes beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation,affected Party, which may include embargoes, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikeswar (whether declared or not), insurrections, riots, civil commotions, acts of terrorism, strikes, lockouts or other labor trouble, failure in wholedisturbances, or in partacts of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right.God. The affected Party affected shall promptlywill notify the other Party of such force majeure circumstances as soon as reasonably practical and will make every reasonable effort to mitigate the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome anyeffects of such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.force majeure circumstances.

Force Majeure. FailureIf fulfillment of any Party to perform its obligationsobligation under this Agreement (except for financial obligations) is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the obligationParty unable to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement tocarry out its obligations gives the other Party if such failure is due to any cause beyond the reasonable controlprompt written notice of such non-performingevent, then the obligations of the Party (“Force Majeure”), unless conclusive evidenceinvoking this provision shall be suspended to the contrary is provided. Causes of non-performance constituting Force Majeureextent necessary by such event. As used in this Agreement, the term “Force Majeure” shall include, without limitation,include acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failuredisturbances, shortages of labor or materials, war (whether declared or undeclared), sabotage, terrorism, civil strife or commotion, governmental laws, regulations or restrictions or changes to governmental laws, regulations or restrictions, acts by governmental authorities, and any other cause or causes, whether or not similar to those specified herein, which cannot reasonably be controlled by such Party. If any such Force Majeure continues for a period in whole or in partexcess of suppliers90 days, then any Party has the right to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notifyterminate this Agreement upon written notice to the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.

Force Majeure. Failure of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due)No party shall not subject such Party to any liabilitybe liable or place them in breach of any term or condition of this Agreementresponsible to the other Party if suchparties, nor be deemed to have defaulted under or breached this Agreement, for any failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergencyfulfilling or compliance withperforming any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: # acts of God; # flood, fire or explosion; # war, invasion, riot or other civil unrest; # government order or regulationlaw; # actions, embargoes or blockades in effect on or after the date of this Agreement; # action by any government entity acting with color of right.governmental authority; and # national or regional emergency (a “Force Majeure Event”). The Party affectedparty suffering a Force Majeure Event shall promptly notifygive notice to the other Partyparty, stating the period of time the condition constitutingoccurrence is expected to continue and shall use good faith efforts to end the failure or delay and minimize the effects of such Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.Event.

Force Majeure. Failure of anyNeither Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any causebe responsible for delays resulting from causes beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include,Party, including, without limitation, acts of God,limitation fire, explosion, flood, drought, war, strike, or riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. Theprovided that the nonperforming Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exertuses commercially reasonable efforts to eliminate, cure and overcome anyavoid or remove such causes of nonperformance and to resumecontinues performance of its obligationsunder this Agreement with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory toreasonable dispatch whenever such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.causes are removed.

Force Majeure. FailureNeither Party shall lose any rights hereunder or be liable to the other Party for damages or Losses on account of failure of performance by the defaulting Party if the failure is occasioned by any cause (a “Force Majeure Event”) beyond the reasonable control of the defaulting Party, including, without limitation, such Force Majeure Events as government action (including, without limitation, the issuance of a temporary injunction, preventing the manufacture or sale of a Product in the Territory), war, fire, explosion, flood, embargo, unavailability of, or shortage of raw materials or other materials, unavailability or shortage of testing solvents or materials, failure of equipment despite regular maintenance, or act of God, provided that the Party claiming force majeure event has exerted all reasonable efforts to avoid or remedy such force majeure event and given prompt notice to the other Party. The affected Party shall exert Commercially Reasonable Efforts to remedy the Force Majeure Event promptly, perform its obligations under this Agreement (exceptto the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement toextent feasible given the Force Majeure Event, and give the other Party ifprompt written notice when it is again fully able to perform such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.obligations.

Force Majeure. FailureNeither Party shall lose any rights hereunder or be liable to the other Party for damages or Losses on account of failure of performance by the defaulting Party if the failure is occasioned by any cause (a “Force Majeure Event”) beyond the reasonable control of the defaulting Party, including, without limitation, such Force Majeure Events as government action (including, without limitation, the issuance of a temporary injunction, preventing the manufacture or sale of a Product in the Territory), war, fire, explosion, flood, embargo, unavailability of, or shortage of raw materials or other materials, unavailability or shortage of testing solvents or materials, failure of equipment despite regular maintenance, or act of God, provided that the Party claiming force majeure event has exerted all reasonable efforts to avoid or remedy such force majeure event and given prompt notice to the other Party. The affected Party shall exert Commercially Reasonable Efforts to remedy the Force Majeure Event promptly, perform its obligations under this Agreement (exceptto the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement toextent feasible given the Force Majeure Event, and give the other Party ifprompt written notice when it is again fully able to perform such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.obligations.

Effect of Force Majeure. FailureMajeure Event. Neither Party (the “Affected Party”) shall be liable to the other Party (the “Non-Affected Party”) for failure or delay to perform its obligation under the Agreement when such failure or delay is due to riots, storms, fires, explosions, floods, earthquakes, war, embargoes, blockades, insurrections, an act of God or any other cause similar thereto which is beyond the reasonable control of the Affected Party (“Force Majeure Event”). Each Party agrees to give the other Party prompt written notice of the occurrence of any Force Majeure Event, the nature thereof, and the extent to which the Affected Party will be unable fully to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party.Agreement. If a condition constituting Force Majeure Event as defined herein exists for more than ​ consecutive days,​, the Parties shall meet to negotiate a mutually satisfactory resolutionsolution to the problem, if practicable. Ifpracticable, including termination of this Agreement upon ​ written notice from the Parties cannot in good faith reachfailure of reaching a mutually satisfactory resolutionsolution to the problem within ​ daysForce Majeure Event, or the use of meeting,a third-party to fulfill the matter shall be handled pursuant toobligations hereunder of the dispute resolution provisionsparty invoking Force Majeure Event, at the expense of Article XIII herein.the party invoking Force Majeure Event.

Force Majeure. Failureperformance is prevented or delayed by force majeure and the nonperforming Party promptly provides notice of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreementprevention to the other Party. Such excuse will be continued so long as the condition constituting force majeure continues and the nonperforming Party if such failure is duemakes reasonable efforts to any causeremove the condition. For purposes of this Agreement, force majeure will mean conditions beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, actsParties, including an act of God, war, civil commotion, terrorist act, labor strike or lock-out, pandemic (including the COVID-19 pandemic), epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, explosion, flood, drought, war, riot, sabotage, embargo, strikesearthquake, storm or other labor trouble,like catastrophe, and failure of plant or machinery (provided that such failure could not have been prevented by the exercise of skill, diligence, and prudence that would be reasonably and ordinarily expected from a skilled and experienced person engaged in wholethe same type of undertaking under the same or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.similar circumstances).

Force Majeure. Failure of any Party to perform itsExcept for monetary obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any causehereunder, neither party will be responsible for delays resulting from causes beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God,party, including fire, explosion, flood, drought, war, strike, or riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notifyprovided that the other Party of the condition constituting Force Majeure as defined herein and shall exertnonperforming party uses commercially reasonable efforts to eliminate, cure and overcome anyavoid or remove such causes of nonperformance and to resumecontinues performance of its obligationsunder this Agreement with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory toreasonable dispatch whenever such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.causes are removed.

Force Majeure. Failure of anymajeure. No Party shall be liable for the failure to performcarry out its obligations under this Agreement (excepthereunder in the obligation to make payments when properly due) shall not subject such Party to any liabilityevent that it is prevented from doing so by an event of force majeure being an event which is, or place them in breachthe consequences of any term or condition of this Agreement to the other Party if such failure is due to any causewhich are, beyond the reasonable control of such non-performingthe Parties including strikes, riots, fires, typhoon, labor disturbances, insurrection, war, terrorism, acts of civil or military authorities, failures of carriers, acts of God or public enemy. In the event of force majeure, the obligations under this Agreement of the Party (“Force Majeure”), unless conclusive evidenceaffected by the force majeure shall be suspended for as long as the force majeure continues and to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notifyextent which the other Party offorce majeure affects the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.Party’s obligations.

Force Majeure. Failure ofNeither party shall be liable or deemed to be in default for any Party to perform its obligationsdelay, interruption, or failure in performance under this Agreement (exceptresulting from the obligation to make payments when properly due) shall not subject such Party to any liabilityfollowing events: acts of God, acts of civil or place themmilitary authority; acts of the public enemy; war; accidents, fires, explosions, power surges, earthquakes, floods, or unusually severe weather; strikes or labor disputes; delays in breach of any termtransportation or condition of this Agreement to the other Party if such failure is due to any cause beyonddelivery outside the reasonable control of such non-performing Party (“the affected party; epidemics; and any similar event beyond the affected party's reasonable control ("Force Majeure”Majeure Event"), unless conclusive evidencebut only to the contraryextent the work of the party to be performed is provided. Causes of non-performance constitutingaffected by said Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.Event.

Force Majeure. FailureNo liability hereunder shall result to a Party by reason of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place themdelay in breach of any term or condition of this Agreement to the other Party if such failure is due to any causeperformance caused by force majeure that are circumstances beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include,Party, including, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikescivil unrest, labor unrest, or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruptionshortage of or delay in transportation, a national health emergencyinability to obtain material or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.equipment.

Force Majeure. FailureNonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any Partyother reason where failure to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breach of any term or condition of this Agreement to the other Party if such failure is due to any cause beyond the reasonable control and not caused by the negligence of suchthe non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.party.

Force Majeure. Failure ofNo Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due) shall not subject such Party to any liabilityfailure or place themdelay in breach offulfilling or performing any term or condition of this AgreementAgreement, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): acts of God, flood, fire, earthquake, hurricane, tornado, epidemic, pandemic, explosion, war, terrorism, riot, government order or action. The Impacted Party shall give notice to the other Party if suchas soon as practicable, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure is due to any cause beyondor delay and ensure the reasonable controleffects of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure Event are minimized. The Impacted Party shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency or compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notifyresume the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligateas soon as reasonably practicable after the removal of the cause. Notwithstanding the forgoing, the other Party may terminate this Agreement upon written notice if the Impacted Party’s nonperformance continues for a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​period of ninety (90) consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannot in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.days.

Force Majeure. FailureFORCE MAJEURE. No failure or omission by any party in the performance of any Party to perform its obligations underobligation of this Agreement (except the obligation to make payments when properly due)hereunder) shall not subject such Party to any liability or place them inbe deemed a breach of any term or condition of this Agreement tonor create any liability if the other Party if such failure is due tosame shall arise from any cause or causes beyond the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causesparty in question, as the case may be, including, but not restricted to, the following, which, for the purpose of non-performance constituting Force Majeurethis Agreement, shall include, without limitation,be regarded as beyond the control of the party in question: acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikesGod; acts or other labor trouble, failure in wholeomissions of any government or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation, a national health emergency orany agency thereof; compliance with any order or regulation of any government entity acting with color of right. The Party affected shall promptly notify the other Party of the condition constituting Force Majeure as defined herein and shall exert reasonable efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockout or other labor difficulty, any investigation or other proceeding by any publicgovernmental authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more than ​ consecutive days,officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannotpublic enemy; war, declared or undeclared; rebellion; insurrection; riot; sabotage; invasion; quarantine restrictions; strike; lockout; disputes or differences with workmen; transportation embargoes or delays in good faith reach a satisfactory resolution to the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of Article XIII herein.transportation.