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.

Force Majeure. No liability hereunder shall result to a Party by reason of delay in performance caused by force majeure that are circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor unrest, or shortage of or inability to obtain material or equipment.

Force Majeure. There are no events of force majeure being claimed under the Contract.

Force Majeure. ​ shall not be responsible for any failure or delay of ​ in its performance hereunder by reason of fire, flood or other acts of God, lockout, acts of public enemy, riot, insurrection or any interruption, failure or defects in Internet, telephone or other interconnection service or in electronic or mechanical equipment or any other cause beyond the reasonable control ​ (“Force Majeure Event”). During the duration of any Force Majeure Event, ​ will use commercially reasonable efforts to avoid or remove such Force Majeure Event and will take reasonable steps to resume its performance under this Agreement with the least possible delay.

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.

Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank by Borrower in connection with the Loan Documents or the transactions contemplated thereby, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and signed written statements given to Bank by Borrower, 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 in light of the circumstances under which they were made (it being recognized by Bank that the projections and forecasts provided by 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 materially from the projected or forecasted results).

Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set‑off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in [Section 7872(f)(2)(A)] of the Internal Revenue Code of 1986, as amended (the "Code").

Full Release. In consideration of the payments set forth above, and to the extent consistent with law, the Employee, on behalf of himself, his spouse, heirs, estate, executors, administrators, successors, and assigns, and the Company, DO FULLY RELEASE AND DISCHARGE and agree not to sue the other Party, and hereby release any and all claims, causes of action, judgments, obligations, damages, or liabilities of whatsoever kind and character, including, but not limited to, all claims arising out of or relating to Employee’s employment with Company, or to any acts or events involving Employee and Company as of the signing of this Agreement, WHETHER CURRENTLY KNOWN OR SUSPECTED, OR UNKNOWN OR UNSUSPECTED. The Parties represent and warrant that they have not assigned any such claims or authorized any other person or entity to assert any such claims on the respective Party’s behalf. While the Parties are not waiving any rights or claims which may arise after the execution of this Agreement, the Parties do agree that under this Agreement the Parties waive any and all claims for damages incurred at any time after the date of this Agreement because of alleged continuing effects of any alleged acts or omissions involving the Parties which may have occurred prior to the execution of this Agreement, and any right to sue the other Party for monetary or injunctive relief against the alleged continuing effects of any alleged past acts or omissions occurring before the execution of this Agreement. Parties agree and acknowledge that the payments and other consideration made pursuant to this Agreement constitute valid consideration for their release of any and all claims, and that the payments made and other negotiated consideration given exceed any payments, benefits or unfulfilled obligations to which Parties may otherwise be entitled to receive from the other Party.

Effect Upon Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect.

Each of the Transaction Documents shall be in full force and effect.