Force Majeure. No 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 Services Agreement, then such Provider shall give prompt written notice to its respective Recipient identifying the nature of the Force Majeure event and the manner in which services will be affected.

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

Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by ​ pursuant to this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for

Force Majeure. Neither 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 to the extent feasible given the Force Majeure Event, and give the other Party prompt written notice when it is again fully able to perform such obligations.

Neither party shall be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such party's control, including, without limitation, labor disturbances or labor disputes of any kind, accident, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrence.

Force Majeure. In the event of an act of God such as earthquake, climactic conditions (frost or hail), or natural disasters, whereby the production or delivery is reduced or destroyed, resulting in an inability of CBDG to supply said curriculum, then CBDG shall not be liable provided, that CBDG notifies MCOA in writing within 10 Business Days of CBDG learning of such event.

Force Majeure. No party hereto shall be liable for failure of or delay in performing obligations set forth in this Letter Agreement, and no party hereto shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes beyond the reasonable control of such party. In event of such force majeure, the party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

Full Disclosure. Neither this Agreement nor any certificate, financial statement or other writing provided to the ​ by or on behalf of the [[Organization A:Organization]] or any Subsidiary contains any statement of fact that is incorrect or misleading in any material respect or omits to state any fact necessary to make any such statement not incorrect or misleading. The [[Organization A:Organization]] has not failed to disclose to the ​ any fact that might have a material adverse effect on the [[Organization A:Organization]] or any Subsidiary.

Full Disclosure. No written representation, warranty or other statement of Co-Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Co-Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

SECTION # Representations and Warranties of JKDG. JKDG to the extent applicable and with regard to itself and GHM, represents and warrants to Cafesa and the Selling Shareholders the following: