Force Majeure. Both Parties will be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented or delayed by force majeure and the nonperforming Party promptly provides notice of the 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 the condition constituting force 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 Parties, 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 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 the same type of undertaking under the same or similar circumstances).

Force Majeure. In the event Seller is wholly or partially prevented from providing all or any portion of the Transition Services, or if the provision of Transition Services is interrupted, restricted or suspended, in each case by reason of any cause beyond its reasonable control, including (to the extent meeting the foregoing requirements) riots, epidemics, severe weather, fire, flood, war, acts of terrorism, acts of God, embargoes, work stoppages, labor disputes, strikes, boycott, shortage or unavailability of supplies, or Law (each a “Force Majeure Event”), Seller shall not be in default for any delay in performance or non-performance caused by such Force Majeure Event, and Seller’s obligation with respect to such performance shall be postponed or cancelled, as the case may be, for such time as its performance is prevented, restricted, interrupted or suspended as a result of such Force Majeure Event; provided that, in the event the Transition Services are not wholly and permanently prevented, Seller shall use commercially reasonable efforts to avoid or remove such causes of non-performance and shall resume performance hereunder promptly following the removal of such causes. As soon as reasonably practicable, Seller will give notice to ​ upon learning of any Force Majeure Event affecting its obligations under this Agreement and its reasonable estimate of the expected duration of the associated delay. ​ and the ​ shall not be required to pay Fees for Transition Services that are not provided by Seller during the pendency of any Force Majeure Event; provided, however, that ​ and the ​ shall be required to pay Fees for Seller’s commercially reasonable efforts to avoid or remove such causes of non-performance.

Force Majeure. Except for the payment of Rent, neither Tenant nor Landlord shall not be responsible or liable for delays in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond the reasonable control of such party (“Force Majeure”).

Should a Party (“affected Party”) be prevented from fulfilling any of its obligations in terms of this Agreement as a result of an event of Force Majeure, then:

Force Majeure. No 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 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 be deemed a Force Majeure Event. In the event of a Force Majeure Event, the Party prevented from or delayed in performing shall promptly give notice to the other Party and shall use commercially reasonable efforts to avoid or minimize the delay. The Party affected by the other Party’s delay may elect to: # suspend performance and extend the time for performance for the duration of the Force Majeure Event or # cancel all or any part of the unperformed part of this Agreement or any applicable SOW.

Force Majeure. In no event shall the Securities Intermediary be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Securities Intermediary shall use reasonable best efforts which are consistent with accepted practices in the banking industry to maintain performance and, if necessary, resume performance as soon as practicable under the circumstances

Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

Effect. Except as expressly amended by the provisions of this Second Amendment, all of the terms and provisions of the Employment Agreement shall remain in full force and effect.

Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unchanged and not waived and shall continue to be in full force and effect. This Amendment constitutes a Credit Document under the Credit Agreement.

Effect. Upon termination of this Agreement, the Parties shall negotiate in good faith a possible purchase by one or more Parties of all outstanding Securities held by the other Parties or the sale of AI-NOVA to a third party. In the event that, notwithstanding their good faith negotiations, the Parties are unable to agree upon such a purchase or sale within thirty (30) days of the notice of termination, the Parties shall cooperate to cause AI-NOVA to be liquidated as promptly as practical in accordance with Applicable Law. The rights and obligations of the Parties under Sections 5.1, 5.2, this Section 7.3, and [Sections 7.4, 7.5, 9 and 10]0] shall survive any termination of this Agreement.