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.

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.

Force Majeure. Failure of any Party to perform its obligations under this Agreement (exceptIf 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 conditionperformance of this Agreement to theor any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other Party if such failure iscasualty or due to any causestrikes, riot, storms, explosions, acts of God, war, or a similar occurrence or condition beyond the reasonable control of such non-performingthe Parties, the Party (“Force Majeure”), unless conclusive evidenceso affected shall, upon giving prompt notice to the contrary is provided. Causes of non-other Parties, be excused from such performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikesduring such prevention, restriction or other labor trouble,interference, and any failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation,resulting therefrom shall not be considered a national health emergency or compliance with any order or regulationbreach 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.this Agreement.

Force Majeure. Failure of any Party to perform its obligations under this Agreement (exceptIf 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 conditionperformance of this Agreement to theor any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other Party if such failure iscasualty or due to any causestrikes, riot, storms, explosions, acts of God, war, or a similar occurrence or condition beyond the reasonable control of such non-performingthe Parties, the Party (“Force Majeure”), unless conclusive evidenceso affected shall, upon giving prompt notice to the contrary is provided. Causes of non-other Parties, be excused from such performance constituting Force Majeure shall include, without limitation, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikesduring such prevention, restriction or other labor trouble,interference, and any failure in whole or in part of suppliers to deliver on schedule materials, equipment or machinery, interruption of or delay in transportation,resulting therefrom shall not be considered a national health emergency or compliance with any order or regulationbreach 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.this Agreement.

Force Majeure. Failure of anyNeither Party shall be held liable or responsible to perform its obligationsthe other Party nor be deemed to have defaulted under or breached this Agreement (except the obligation to make payments when properly due) shall not subject such Party tofor failure or delay in fulfilling or performing any liability or place them in breach of any term or condition of this Agreement to the other Party ifextent, and for so long as, such failure or delay is due to any causecaused by or results from causes beyond the reasonable control of such non-performingthe affected Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performance constituting Force Majeure shall include, without limitation,including fire, floods, pandemics, embargoes, war, acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikeswar (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor trouble, failuredisturbances, acts of God or acts, omissions, or delays in whole or in partacting by any Governmental Authority (each, a “Force Majeure Event”). Notwithstanding the foregoing, a Party shall not be excused from making payments owed hereunder because 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 effortsEvent affecting such Party, subject 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.[Section 6.3] (Currency). If a condition constituting Force Majeure as defined herein existsEvent persists for more than ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolution to the problem, if practicable. If the Parties cannotdiscuss in good faith reach a satisfactory resolutionthe modification of the Parties’ obligations under this Agreement in order to mitigate the problem within ​ days of meeting, the matter shall be handled pursuant to the dispute resolution provisions of [Article XIII] herein.delays caused by such Force Majeure Event.

Force Majeure. FailureMajeure Rights. If either Party is prevented or delayed in the performance of any Party to performof its obligations under thisthe Agreement (except the obligation to make payments when properly due) shall not subjectby a Force Majeure Event, such Party to any liability or place them in breach of any term or condition of this Agreementshall give prompt written notice thereof to the other Party if such failure is due to any cause beyondspecifying the reasonable control of such non-performing Party (“Force Majeure”), unless conclusive evidence to the contrary is provided. Causes of non-performancematters 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 ofEvent together with such evidence as reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue, the Party claiming a Force Majeure Event shall be excused from the performance or the punctual performance of such obligations as the case may be from the date of such notice for so long as such cause of prevention or delay shall continue. Notwithstanding the foregoing, if the Party claiming Force Majeure Event estimates that the delay will exceed ​ days, or if the delay has, 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 notifyfact, exceeded ​ days, 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 proceedingmay terminate this Agreement by any public authority or any litigation by any Third Party. If a condition constituting Force Majeure as defined herein exists for more thangiving at least ​ consecutive days, the Parties shall meet to negotiate a mutually satisfactory resolutiondays written notice 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.other Party.

Force Majeure. FailureIn the event any Party is rendered unable, either wholly or in part, by force majeure to carry out its obligations under this Agreement, other than the obligation to make payments due hereunder, it is agreed that on such Party giving notice and full particulars of such inability by telephone and in writing to the other Parties as soon as possible after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, as far as possible, be remedied with all reasonable dispatch by the Party claiming the force majeure. The term "force majeure" as employed herein shall mean any act or event which wholly or partially prevents or delays the performance of obligations arising under this Agreement if such act or event is not reasonably within the control of and not caused by the fault or negligence of the Party claiming force majeure and which by the exercise of due diligence such Party is unable to performprevent or overcome, including, without limitation, by the following enumeration: acts of God; strikes; lockouts; or other industrial disturbances; acts of the public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosion, breakage, or accidents to machinery, plant facilities, or lines of pipe; the necessity for making repairs to or alterations of machinery, plant facilities, or lines of pipe; freezing of wells or lines of pipe; partial or entire failure of wells; and the inability of either Producer, Gatherer or Processor to acquire, or the delays on the part of either Producer, Gatherer or Processor in acquiring, at reasonable cost and after the exercise of reasonable diligence: # any servitude, rights-of-way grants, permits, or licenses; # any materials or supplies for the construction or maintenance of facilities; and # any permits or permissions from any governmental agency if such are required. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirements that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the sole discretion of the Party having the difficulty. Notwithstanding anything contained herein to the contrary, in the event that either Gatherer or Processor is unable to carry out 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 beyonda force majeure, then during the reasonable controltime period 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 Partyforce majeure, Producer may dispose of the condition constituting Force MajeureSubject Gas 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.it sees fit.

Force Majeure. Failure of anyIf a Party to performis prevented from performing its obligations under this Agreement (excepthereunder (other than the obligation to make payments when properly due) shall not subject such Partypay money that has come due pursuant to any liabilitythis Agreement) solely as a result of a strike, riot, war, invasion, act of God, fire, explosion, flood, act of government agency or place theminstrumentality, judicial action, or similar event or condition, in breach of any term or condition of this Agreement to the other Party if such failureeach case which is due to any cause beyondoutside the reasonable control of such non-performingparty and which did not exist and was not reasonably foreseeable as of the date hereof (a “Force Majeure”), such Party’s performance hereunder will be temporarily excused as provided in this Section, only by the degree affected and after such Party (“Force Majeure”), unless conclusive evidencehas taken (and so long as such Party continues to take) all reasonable action to avoid being so affected; provided, that such party delivers to the contrary is provided. Causesother party written notice promptly upon learning of non-performance constituting Force Majeuresuch event or condition, which notice 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,include 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 Partydetailed description of the event or condition constituting Force Majeureand the anticipated effect on such Party’s ability to perform its obligations hereunder, as defined herein and shall exert reasonable effortswell as a reasonably detailed description of specific actions such Party plans to eliminate, cure and overcome any such causes andtake to resume full 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.hereunder.

Force Majeure. Failure of any PartyMajeure, Suspension and Termination. In the event that either party is unable to perform any of its obligations under this Agreement (exceptor to enjoy any of its benefits because of (or if loss of Product is caused by) natural disaster, actions or decrees of governmental bodies or communications line failure not the obligationfault of the affected party (hereinafter referred to make payments when properly due)as a "Force Majeure Event"), the party who has been so affected immediately shall not subject such Party to any liability or place them in breach of any term or condition of this Agreementgive notice to the other Party ifparty and shall do everything possible to resume performance. Upon receipt of such failure isnotice, this Agreement shall immediately be suspended. If the period of nonperformance exceeds fifteen (15) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may by giving written notice terminate this Agreement. However, delays in delivery due to any cause beyondForce Majeure Events shall automatically extend the reasonable controldelivery date for a period equal to the duration of such non-performing Party (“events; any warranty period affected by a Force Majeure”), unless conclusive evidenceMajeure Event shall likewise be extended for a period equal to the contrary is provided. Causesduration 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.event.

Force Majeure. FailureNo Party shall be liable for any failure to perform or any delays in performance, and no Party shall be deemed to be in breach or default of its obligations set forth in this Agreement and any SOWs, if, to the extent, and for as long as such failure or delay is due to any causes that are beyond its reasonable control and not to its acts or omissions, including, without limitation, such causes as acts of God, fire, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any Party to perform its obligations under this Agreement (except the obligation to make payments when properly due)court or administrative body, embargo, acts of government, war (whether or not declared), acts of terrorism, or other similar causes (“Force Majeure Event”). For clarity, labor disputes shall not subject suchbe deemed a Force Majeure Event. In the event of a Force Majeure Event, the Party to any liabilityprevented from or place themdelayed in breach of any term or condition of this Agreementperforming shall promptly give notice to the other Party if such failure is dueand shall use commercially reasonable efforts to any cause beyondavoid or minimize 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.delay. The Party affected shall promptly notifyby the other PartyParty’s delay may elect to: # suspend performance and extend the time for performance for the duration 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 withEvent or # cancel 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 bypart of the unperformed part of this Agreement or 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.applicable SOW.

Force Majeure. FailureNo Provider (or any Person acting on its behalf) shall bear any responsibility or Liability for any losses arising out of any delay, hindrance, frustration, inability to perform or interruption of its performance of, obligations under this Services Agreement due to any acts or omissions of its respective Recipient or due to events beyond its reasonable control (hereinafter referred to as “Force Majeure”) including acts of God, acts of a Governmental Entity, acts of a state or public enemy, acts of war or terrorism, riots, floods, fires, earthquakes, storms, severe or adverse weather conditions, epidemics, explosions, accidents, civil commotion, insurrection, labor shortages or other difficulties, lack of or shortage of electrical power, malfunctions or breakdowns of equipment or software programs, inability to obtain equipment, fuel or other materials, voluntary or involuntary compliance with any Law or recommendation or request of any Governmental Entity or any other cause beyond the reasonable control of the Party (or member of its Group or Third Party acting on its behalf) whose performance is affected by the Force Majeure event. In such event, the obligations hereunder of such Provider in providing such service, and the obligations of its respective Recipient to pay for any such service, shall be postponed for such time as its performance is suspended or delayed on account thereof. If a Force Majeure event occurs that has an effect on the ability of a Provider to perform its obligations under this Agreement (exceptServices Agreement, then such Provider shall give prompt written notice to its respective Recipient identifying the obligation to make payments when properly due) shall not subject such Party to any liability or place them in breachnature 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, failureevent and the manner 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 shallwhich services will be handled pursuant to the dispute resolution provisions of [Article XIII] herein.affected.

Force Majeure. Failure of any Party to performIn the event that the affected party is delayed in or prevented from performing its obligations under this Agreement (exceptby Force Majeure, only within 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 controlscope of such non-performing Party (“Force Majeure”), unless conclusive evidencedelay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the contrary is provided. Causeseffects 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 andattempt to resume performance of itsthe obligations with all possible speed; provided that nothing herein shall obligate a Party to settle on terms unsatisfactory to such Party any strike, lockoutdelayed or other labor difficulty, any investigation or other proceedingprevented by any public authority or any litigation by any Third Party. If a condition constitutingthe event of Force Majeure. After the event of Force Majeure as defined herein exists for more than ​ consecutive days, the Parties shall meetis removed, both parties agree 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 ​ daysresume performance of meeting, the matter shall be handled pursuant to the dispute resolution provisions of [Article XIII] herein.this Agreement with their best efforts.

Force Majeure. Failure of any PartyMajeure Definition. The expression “Force Majeure Event” shall be deemed 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 toinclude any cause affecting the performance by either Party of the Agreement arising from or attributable to events 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 PartyParty, including, but not limited to, technical difficulties that delay or prevent manufacture, strike, lockouts, labor troubles, inability to procure materials or services, failure 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 performancepower, restrictive government orders, decrees or guidelines, restrictive judicial orders or decrees, plague, epidemic, pandemic, riots, insurrection, war, Acts 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, lockoutGod 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.inclement weather.