Common use of Force Majeure Clause in Contracts

Force Majeure. Neither 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 causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party.

Appears in 12 contracts

Samples: License and Development Agreement (Velcera, Inc.), License and Development Agreement (Velcera, Inc.), License and Development Agreement (Hana Biosciences Inc)

Force Majeure. Neither Party hereto shall be held liable for any delay arising from circumstances beyond its control including acts of God, riot or responsible civil commotion, industrial dispute, fire, flood, drought, act of government, terrorist acts, war, or sabotage (except failures or delays resulting from a lack of a Party’s funds), provided that the Party seeking to be excused shall make every reasonable effort to minimize the delay resulting therefrom and shall give prompt written notice of the force majeure event 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 causes beyond the reasonable control Party. The obligations of the non-performing Party Party giving notice, including fires so far as they are affected by the force majeure event, floods will be suspended during, earthquakes but not longer than, embargoes, shortages, epidemics, quarantines, war, acts the continuance of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority the force majeure event. The non-performing affected Party shall must act with commercially reasonable diligence to resume performance and notify the other Party of such that the force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and event no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy affects its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure ability to perform would constitute a material breach of this Agreement in under the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 11 contracts

Samples: Confidential Treatment Requested (Blackhawk Biofuels, LLC), Confidential Treatment Requested (Blackhawk Biofuels, LLC), Confidential Treatment Requested (Blackhawk Biofuels, LLC)

Force Majeure. Neither Each Party shall be held liable or responsible to excused from liability for the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing performance of any term of obligation under this Agreement when by reason of any event beyond such failure or delay is caused by or results from causes beyond the Party’s reasonable control of the non-performing Party control, including fires but not limited to Acts of God, floods fire, earthquakes flood, embargoes explosion, shortages earthquake, epidemics, quarantines or other natural forces, war, acts of war (whether war be declared or not) civil unrest, acts of terrorism, insurrections accident, riots, civil commotion, strikes, lockouts destruction or other casualty, any lack or failure of transportation facilities, any lack or failure of supply of raw materials, any strike or labor disturbances disturbance, acts or any other event similar to those enumerated above. Such excuse from liability shall be effective only to the extent and duration of God the event(s) causing the failure or acts, omissions or delays delay in acting by any governmental authority performance and provided that the Party has not caused such event(s) to occur. The non-performing affected Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration circumstances as soon as reasonably practical, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially promptly undertake all reasonable efforts necessary to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of cure such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party majeure circumstances.

Appears in 9 contracts

Samples: License and Development Agreement (Akers Biosciences, Inc.), License Agreement (Virpax Pharmaceuticals, Inc.), License Agreement (Provention Bio, Inc.)

Force Majeure. 24.1. Neither Party shall be held liable for any delay 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 performance of any term part of this Agreement when from any cause beyond its control and without its fault or negligence, such failure as acts of God, acts of civil or delay is caused by or results from causes beyond the reasonable control of the non-performing Party military authority, including embargoes, epidemics, war, terrorist acts, riots, insurrections, fires , explosions, earthquakes, nuclear accidents, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion power blackouts, strikes, lockouts work stoppage affecting a supplier or unusually severe weather. No delay or other labor disturbances, acts of God failure to perform shall be excused pursuant to this Section 24 unless delay or acts, omissions failure and consequences thereof are beyond the control and without the fault or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature negligence of the event Party claiming excusable delay or other failure to perform. Subject to Sections 4.4, its anticipated duration 5.2, 5.4, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided 5.5 hereof, however, that in the event of any such excused delay in the suspension performance of a Party's obligation(s) under this Agreement, the due date for the performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure original obligation(s) shall be extended by a term equal to perform would constitute a material breach the time lost by reason of this Agreement in the absence delay. In the event of such force majeure delay, the non-performing delayed Party may terminate this Agreement pursuant shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure by written notice CenturyLink, CenturyLink agrees to the other Party resume performance in a nondiscriminatory manner and not favor its own provision of Telecommunications Services above that of CLEC.

Appears in 9 contracts

Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement

Force Majeure. Neither In the event either Party shall be held liable delayed or responsible to hindered in or prevented from the other Party or be deemed to have defaulted under or breached this Agreement for performance required hereunder by reason of force majeure, which includes strikes, lockouts, labor troubles, failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party power, including fires riots, floods, earthquakes, embargoes, shortages, epidemics, quarantines insurrection, war, acts of war God, or other reason of like nature not the fault of the Party delayed in performing work or doing acts ( whether war be declared or not herein “force majeure”), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing such Party shall notify be excused for the other Party period of such force majeure within ten (10) days after such occurrence by giving written notice time equivalent to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of delay caused by such force majeure, or the non-performing Party Agreement may terminate this Agreement pursuant by written notice to be terminated in accordance with terms herein should such delay be sufficient that termination is in the other Party best interest of the PCCA.

Appears in 9 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

Force Majeure. Neither Non-performance by a Party shall be held liable or responsible of its obligations hereunder to the extent such performance is prevented by acts of God, fire, explosion, strikes, accident, floods, hurricanes, embargoes, epidemics, war, nuclear disaster or civil unrest or any other Party or cause beyond its reasonable control (“Force Majeure”) will not be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term considered a breach of this Agreement when during the period of such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority disability. The non-performing disabled Party shall will promptly notify the other Party if it is unable to perform due to Force Majeure, the expected duration of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, perform and of any developments (or changes therein) that in appear likely to affect the event the suspension ability of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure that Party to perform would constitute a material breach any of this Agreement its obligations hereunder in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party whole or in part.

Appears in 8 contracts

Samples: files.consumerfinance.gov, files.consumerfinance.gov, files.consumerfinance.gov

Force Majeure. Neither Party shall be held liable or responsible The parties agree that in the event that the failure by either party to the other Party or be deemed to have defaulted accomplish any action required hereunder within a specific time period (“Time Period”) constitutes a default under or breached this Agreement for failure or delay in fulfilling or performing any term terms of this Development Agreement when and, if any such failure is due to any unforeseeable or delay is caused by unpredictable event or results from causes condition beyond the reasonable control of the non-performing Party such party including, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war but not limited to, acts of war God, acts of government authority ( whether war be declared or not other than the City’s own acts), acts of public enemy or war, terrorism , insurrections , riots, civil commotion disturbances, strikes power failure, lockouts shortages of labor or materials, injunction or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify court proceedings beyond the other Party control of such force majeure within ten party, or severe adverse weather conditions ( 10) days after such occurrence by giving written notice “Uncontrollable Event”), then notwithstanding any provision of this Development Agreement to the other Party stating the nature of the event contrary, its anticipated duration, that failure shall not constitute a default under this Development Agreement and any action being taken to avoid or minimize its effect. The suspension of performance Time Period prescribed hereunder shall be extended by the amount of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, time that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure party was unable to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice solely due to the other Party Uncontrollable Event.

Appears in 8 contracts

Samples: Conceptual Master Plan, Master Plan Development Agreement, Master Plan Development Agreement

Force Majeure. Neither Party the Air District nor the Project Sponsor shall be held liable for, or responsible to the other Party or be deemed to have defaulted be in default for, any delay or failure in performance under or breached this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for failure labor or delay in fulfilling materials necessary for performance of the Project, or performing any term of this Agreement when such failure or delay is caused by or results from causes other causes, except financial, that are beyond the reasonable control of the non-performing Party Air District or the Project Sponsor, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts for a period of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify time equal to the other Party period of such force majeure within ten (10) days after such occurrence by giving written notice event, provided that the Party failing to perform notifies the other Party stating the nature within fifteen (15) calendar days of discovery of the force majeure event, its anticipated duration, and any provided further that that Party takes all reasonable action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and mitigate the non-performing Party shall use commercially reasonable efforts to remedy its inability damages resulting from the failure to perform ; provided . Notwithstanding the above, however, that in if the event the suspension of performance continues for one-hundred and eighty (180) days after the date cause of the occurrence force majeure event is due to a Party’s own action or inaction, and then such failure to perform would constitute a material breach of cause shall not excuse that Party from performance under this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 8 contracts

Samples: Funding Agreement, Clean Air Funding Agreement, Clean Air Funding Agreement

Force Majeure. Neither Party (nor any Person acting on its behalf) shall be held liable have any liability or responsible responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as, and to the extent to which, the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause. For purposes of this Agreement when such failure or delay is caused by or results from causes “Force Majeure” means with respect to a Party, an event beyond the reasonable control of the non-performing Party such Party (or any Person acting on its behalf), including fires which by its nature could not have been reasonably foreseen by such Party (or such Person), or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, earthquakes riots, embargoes fires, shortages sabotage, epidemics civil commotion or civil unrest, quarantines, war interference by civil or military authorities, acts of war ( whether war be declared or not), undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, insurrections, riots, civil commotion, strikes, lockouts the receipt by a Party of an unsolicited takeover offer or other labor disturbances acquisition proposal, acts of God even if unforeseen or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence unavoidable, and such failure to perform would constitute a material breach Party’s response thereto shall not be deemed an event of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Force Majeure.

Appears in 8 contracts

Samples: Separation and Distribution Agreement (Highlands REIT, Inc.), Separation and Distribution Agreement (Xenia Hotels & Resorts, Inc.), Employee Matters Agreement (Xenia Hotels & Resorts, Inc.)

Force Majeure. Neither Party shall party will be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling performance under this Agreement due to fire, explosion, earthquake, storm, flood or performing any term other weather, unavailability of necessary utilities or raw materials, war, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement when such failure Agreement) or delay is caused by or results from causes any other event beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war party whose performance is to be excused; provided that ( whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify a) the affected party promptly notifies the other Party of such event, (b) the affected party uses best efforts to remove or mitigate the force majeure within ten majeure, and ( 10 c) if such failure or delay continues for more than ninety (90) days after notwithstanding such occurrence by giving written notice to efforts and has a material adverse impact on the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform party which would otherwise constitute a material breach of this Agreement in the absence of such force majeure breach, the non-performing Party other party may terminate this Agreement pursuant by upon thirty (30) days written notice to if the other Party force majeure is not removed or materially mitigated by the end of such period.

Appears in 7 contracts

Samples: Software License Agreement (Palm Inc), Software License Agreement (Palm Inc), Software License Agreement (Palmsource Inc)

Force Majeure. Neither Party shall be held liable for delay or responsible failure in the performance of any of its obligations under this Agreement if and to the other Party extent such delay or be deemed failure is due 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 causes circumstances beyond the reasonable control of the non-performing such Party, including but not limited to fires, floods, earthquakes explosions, embargoes accidents, shortages, epidemics, quarantines acts of God, war, riot, strike, lockout or other concerted acts of war (whether war be declared or not) workers, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts government and shortages of God or acts, omissions or delays in acting by any governmental authority materials. The non-performing Party shall notify the other Party of such claiming force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use its commercially reasonable efforts to remedy eliminate or prevent the cause so as to continue performing its inability to perform; provided, however, obligations under this Agreement. During such time that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date force majeure causes such a delay or failure of the occurrence performance, and such failure to perform would constitute a material breach of this Agreement in and the absence Parties’ obligations and responsibilities under it shall be deemed suspended until the event of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party majeure ceases.

Appears in 7 contracts

Samples: Consulting Services Agreement (Emergent BioSolutions Inc.), Consulting Agreement (Emergent BioSolutions Inc.), Asset Purchase Agreement (Emergent BioSolutions Inc.)

Force Majeure. Neither 13.1 Except as otherwise specifically provided in this Agreement, neither Party shall be held liable for any delay 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 performance of any term part of this Agreement when such failure or delay is caused by or results from causes any condition beyond the reasonable control of the non-performing Party Party claiming excusable delay or other failure to perform, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared the United States of America or not) any state, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts territory or other labor disturbances political subdivision thereof, acts of God or acts a public enemy, omissions fires, floods, freight embargoes, earthquakes, volcanic actions, wars, or delays in acting by civil disturbances. If any governmental authority. The non-performing Force Majeure condition occurs, the Party shall notify the other Party whose performance fails or is delayed because of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 Force Majeure condition shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written give prompt notice to the other Party , and upon cessation of such Force Majeure condition, shall give like notice and commence performance hereunder as promptly as reasonably practicable, including implementation of disaster recovery plans.

Appears in 7 contracts

Samples: Agreement, Mci Metro Agreement, Agreement

Force Majeure. Neither Party shall party will be held liable for delay or responsible to failure in performance of any of 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 acts required by this Agreement when such delay or failure or delay is caused by or results arises from causes circumstances beyond the its reasonable control (including acts of the non-performing Party God, including fires fire, floods, earthquakes, embargoes, shortages, epidemics, quarantines flood, war, acts of war (whether war be declared or not) explosion, acts of sabotage, terrorism, insurrections, riots embargo, civil commotion, strikes acts or omissions of any government entity, lockouts supplier delays, communications or other power failure, equipment or software malfunction, or labor disturbances disputes), acts and without the gross negligence or willful misconduct, of God or acts, omissions or delays in acting by any governmental authority the party. The If the period of non- performing Party shall notify the other Party of such force majeure within performance exceeds ten (10) days after such occurrence by giving written notice calendar days, then the party to whom the other Party stating performance is due will have the nature of the event, its anticipated duration, and any action being taken right to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party giving Notice five (5) calendar days before such date of termination.

Appears in 7 contracts

Samples: Finra Transparency Services Participation Agreement, Finra Transparency Services, Finra Transparency Services Participation Agreement

Force Majeure. Neither Party shall be held liable for any delay 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 performance of any term part of this Agreement when such failure from any cause beyond its control and without its fault or delay is caused by negligence including, without limitation, acts of nature, acts of civil or results from causes military authority, government regulations, embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, equipment failure, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions or any other circumstances beyond the reasonable control and without the fault or negligence of the non-performing Party Party affected. (collectively, including fires a “Force Majeure Event"). If any Force Majeure condition occurs, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared the Party delayed or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party unable to perform shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written give immediate notice to the other Party stating and shall take all reasonable steps to correct the nature Force Majeure condition. In the event of such delay, the delayed Party shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure the delayed Party agrees to resume performance in a nondiscriminatory manner and not favor its own provision of telecommunications services above that of the event affected Party. During the pendency of the Force Majeure, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension the duties of performance the Parties under this Agreement affected by the Force Majeure condition shall be of no greater scope abated and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party resume without liability thereafter.

Appears in 7 contracts

Samples: Reciprocal Compensation Agreement, Wireless Interconnection and Reciprocal Compensation Agreement, Reciprocal Compensation Agreement

Force Majeure. Neither With respect to this Agreement, neither Party shall lose any rights hereunder or be held liable or responsible to the other Party for damages or be deemed losses on account of failure of performance by the defaulting Party if the failure is occasioned by war, fire, explosion, flood, strike, lockout, terrorist attacks, embargo, act of God, or any other similar cause 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 causes the extent beyond the reasonable control of the non-performing defaulting Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing provided that the Party claiming force majeure shall promptly notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating in writing setting forth the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, shall use its best efforts to eliminate, remedy or overcome such force majeure and shall resume performance of its obligations hereunder as soon as reasonably practicable after such force majeure ceases. Notwithstanding the non-performing previous sentence, if any force majeure continues for more than ninety (90) days, the other Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 7 contracts

Samples: Manufacturing and Supply Agreement (Salix Pharmaceuticals LTD), Manufacturing and Supply Agreement (Santarus Inc), Manufacturing and Supply Agreement (Santarus Inc)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for No failure or delay omission by either Party in fulfilling or performing the performance of any term obligation of this Agreement when such failure shall be deemed a breach of this Agreement or delay is caused by create any liability if the same shall arise from any cause or results from causes beyond the reasonable control of the non-performing such Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, the following: acts of war (whether war be declared god; acts or not) omissions of any government; any rules, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts regulations or other labor disturbances, acts of God or acts, omissions or delays in acting orders issued by any governmental authority. The non-performing authority or by any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; war; terrorist act; rebellion; insurrection; riot; and invasion; provided that such Party shall notify provides notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the an event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts uses Commercially Reasonable Efforts to remedy its inability to perform cure such failure or omission resulting from one of the above causes as soon as is practicable; provided provided further that, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence [* * *] days, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure majeure event, the Parties will discuss how to proceed under this Agreement, which may include termination of this Agreement by the non- performing Party may terminate this Agreement pursuant by written notice to the other affected Party.

Appears in 7 contracts

Samples: License and Option Agreement (Acceleron Pharma Inc), License and Option Agreement (Acceleron Pharma Inc), License and Option Agreement (Acceleron Pharma Inc)

Force Majeure. Neither Except with respect to delays or nonperformance caused by the negligent or intentional act or omission of a Party, any delay or nonperformance by such Party shall (other than payment obligations under this Agreement) will not 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 considered a breach of this Agreement when to the extent such failure delay or delay nonperformance is caused by acts of God, natural disasters, acts of the government or results from causes beyond civil or military authority, fire, floods, epidemics, quarantine, energy crises, war or riots or other similar cause outside of the reasonable control of such Party (each, a “Force Majeure Event”), provided that the Party affected by such Force Majeure Event will promptly begin or resume performance as soon as reasonably practicable after the event has abated. If the Force Majeure Event prevents a Party from performing any of its obligations under this Agreement for one hundred eighty (180) days or more, then the other Party may terminate this Agreement immediately upon written notice to the non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 7 contracts

Samples: License Agreement (Iterum Therapeutics LTD), License Agreement (Iterum Therapeutics LTD), License Agreement

Force Majeure. Neither Party shall be held liable for any delay 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 performance of any term part of this Agreement when such failure (other than outstanding payment obligations hereunder) from acts of God, acts of civil or delay is caused by or results from causes beyond the reasonable control of the non-performing Party military authority, including embargoes, epidemics, war, terrorist acts, riots, insurrections, fires , explosions, earthquakes, nuclear accidents, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances and power blackouts. Upon the occurrence of a condition described in this Section 16, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing the Party whose performance is prevented shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving give written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party Parties shall use commercially promptly confer, in good faith, to agree upon equitable, reasonable efforts action to remedy its inability to perform; provided minimize the impact, however on both Parties, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party conditions.

Appears in 6 contracts

Samples: Transition Services Agreement (Four Corners Property Trust, Inc.), Transition Services Agreement (Four Corners Property Trust, Inc.), Reverse Transition Services Agreement (Communications Sales & Leasing, Inc.)

Force Majeure. Neither Party shall be held liable responsible for any delay 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 performance of any term part of this Agreement when to the extent such delay or failure or delay is caused by fire, flood, explosion, terrorism, war, embargo, government requirement, civil or results from military authority, act of God, or other similar causes beyond its control and without the reasonable control fault or negligence of the delayed or non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority . The non-performing Party so affected shall notify the other non-affected Party of such force majeure in writing within ten (10) days after the beginning of any such occurrence by giving written notice to cause that would affect the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party ’s performance.

Appears in 6 contracts

Samples: Storage Agreement, Storage Agreement, Genetic Preservation

Force Majeure. Neither 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions omissions, or delays in acting by any governmental authority Governmental Authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement) or similar events beyond the reasonable control of the non-performing Party (a “Force Majeure”). The non-performing Party shall notify the other Party of such force majeure within ten thirty ( 10 30) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts Commercially Reasonable Efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 6 contracts

Samples: License Agreement (Lightlake Therapeutics Inc.), License Agreement (Lightlake Therapeutics Inc.), License Agreement (Emergent BioSolutions Inc.)

Force Majeure. Neither Party shall will 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 causes events beyond the reasonable control of the non-performing Party, including fires, floods , earthquakes , embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall will notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 will be of no greater scope and no longer duration than is necessary and the non-performing Party shall will use commercially reasonable efforts Commercially Reasonable Efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure the Parties will meet to perform would constitute a material breach discuss in good faith how to proceed in order to accomplish the goals of the Collaboration outlined in this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 6 contracts

Samples: Collaboration and License Agreement (Oncogenex Technologies Inc), Collaboration and Co Development Agreement (Oncogenex Technologies Inc), Collaboration and License Agreement (Oncogenex Technologies Inc)

Force Majeure. Neither Party the Commission nor the Participating Member States nor AstraZeneca 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances, employment 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement. Defaults of service, defects in equipment or material or delays in making them available, labour disputes, strikes and financial difficulties may not be invoked as force majeure, unless they stem directly from a relevant case of force majeure. The situation or event must not be attributable to negligence on the part of the parties or on the part of the subcontractors. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after promptly following such occurrence takes place by giving written notice to the other Party stating the nature of the event, its anticipated duration duration (to the extent known), and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts Best Reasonable Efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred perform and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party limit any damage.

Appears in 6 contracts

Samples: Advance Purchase Agreement, Advance Purchase Agreement, Advance Purchase Agreement

Force Majeure. Neither 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 Agreement, when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, the Parties shall meet and such failure discuss in good faith how best to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party proceed.

Appears in 5 contracts

Samples: Vaccine License Agreement (Emergent BioSolutions Inc.), Rbot Vaccine Development Agreement (Emergent BioSolutions Inc.), Vaccine Development Agreement (Emergent BioSolutions Inc.)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement hereunder for any failure or delay in fulfilling or performing any term the performance of its obligations under this Agreement when if such failure or delay is caused by or results from on account of causes beyond the reasonable control its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts party shall be excused from its obligations for the period of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority the delay and for a reasonable time thereafter. The non-performing Each Party shall use reasonable efforts to notify the other Party of such force majeure within ten (10) days after such the occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party an event within three (3) business days of its occurrence.

Appears in 5 contracts

Samples: Exclusive Distribution Agreement (Usa Equities Corp.), Exclusive Distribution Agreement (Kaival Brands Innovations Group, Inc.), Contract Manufacturing Agreement (Usa Equities Corp.)

Force Majeure. Neither Party 9.1 Any delay in the performance of any of the duties or obligations of either party hereto (except the payment of money) shall not be considered a breach of this Agreement, and the time required for performance shall be held liable or responsible extended for a period equal to the other Party or be deemed to have defaulted under or breached this Agreement for failure or period of such delay, provided that such delay in fulfilling or performing any term of this Agreement when such failure or delay is has been caused by or results from is the result of acts of God; acts of the public enemy; insurrections; riots; embargoes; labor disputes, including strikes, lockouts, job actions or boycotts; fires; explosions; floods; shortages of material or energy; or other unforeseeable causes beyond the reasonable control and without the fault or negligence of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority party so affected. The non-performing Party party so affected shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written give prompt notice to the other Party stating the nature party of the event, its anticipated duration such cause, and any action being taken shall take whatever reasonable steps are necessary to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party. cause as rapidly as possible. If Seller’s performance is suspended in whole or in part for more than thirty

Appears in 5 contracts

Samples: tekni-plex.com, tekni-plex.com, tekni-plex.com

Force Majeure. Neither 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) days [***] after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 5 contracts

Samples: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.), Development and Option Agreement (Alector, Inc.), Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.)

Force Majeure. Neither 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 causes events beyond the reasonable control of the non-performing Party, including fires, floods , earthquakes , embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts Commercially Reasonable Efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure the Parties shall meet to perform would constitute a material breach discuss in good faith how to proceed in order to accomplish the goals of the Collaboration outlined in this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 5 contracts

Samples: Collaboration Agreement (Seattle Genetics Inc /Wa), Collaboration Agreement (Seattle Genetics Inc /Wa), Collaboration Agreement (Northwest Biotherapeutics Inc)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or will be deemed to have defaulted under or breached this Agreement for failure or delay be in fulfilling or performing any term breach of this Agreement when as a result of default, delay or failure to perform by such failure or delay Party which is caused by or results from causes due to any cause beyond the reasonable control of the non-performing such Party, including fires without limitation, floods fire, earthquakes, embargoes, shortages, epidemics, quarantines, war earthquake, acts of war (whether war be declared or not) God, severe weather, acts of terrorism, insurrections, riots, civil commotion war, strikes, lockouts or other labor disputes, riots, civil disturbances, acts actions or inactions of God governmental authorities (except actions in response to a breach of applicable laws by such Party), or acts epidemics. In the event of any such force majeure, omissions or delays in acting by any governmental authority. The non-performing the Party shall affected will promptly notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event Party, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall will use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of overcome such force majeure, and will keep the non-performing other Party informed with respect thereto. If such force majeure continues for a period of more than 180 days, the Party not subject to such force majeure may terminate this Agreement pursuant by written notice to the other Party.

Appears in 5 contracts

Samples: License Agreement (Pozen Inc /Nc), Collaboration and License Agreement (Pozen Inc /Nc), License Agreement (Pozen Inc /Nc)

Force Majeure. Neither A Party shall not lose any rights hereunder or be held liable or responsible to the other Party for any damages or losses (except for payment obligations) or be deemed to have defaulted under or breached this Agreement for failure or delay considered in fulfilling or performing any term breach of this Agreement when on account of the failure to perform, and the time required for performance shall be extended for a period of time equal to the duration of the Force Majeure Event and ***, if such failure to perform is occasioned by war, strike, fire, act of God, insurrections, terrorism, riots, injunctions, shortages of energy, earthquake, flood, embargo, governmental acts or delay orders or restrictions, failure of suppliers, or any other reason where the failure to perform is caused by or results from causes beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war said Party ( whether war be declared or not “Force Majeure Event”) , acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in said Party has exerted all reasonable efforts to avoid or remedy such Force Majeure Event. Notwithstanding the event the suspension of performance foregoing, if a Force Majeure Event continues for one-hundred and eighty (180) days after the date a period of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure more than ***, the non-performing other Party may shall be entitled to terminate this Agreement pursuant by upon written notice to the other Party notice.

Appears in 5 contracts

Samples: License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc), License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc), License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc)

Force Majeure. Neither Party to this Agreement shall be held liable for delay or responsible failure in the performance of any of its obligations hereunder if such delay or failure is due 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 causes beyond the its reasonable control control, including, without limitation, acts of the non-performing Party God, including fires , floods , earthquakes, embargoes strikes and labor disputes, shortages, epidemics, quarantines, acts of war or threatened act of war, acts of war (whether war be declared terror or not), threatened acts of terrorism, insurrections, riots terror, civil commotion unrest, strikes, lockouts or other labor disturbances, acts intervention of God or acts, omissions or delays in acting by any governmental authority , but any such delay or failure shall be remedied by such Party as soon as is reasonably possible. The non-performing Party shall notify If the force majeure event persists for longer than twelve (12) months, the other Party of such force majeure within ten (10) days after such occurrence by giving written notice shall have the right to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 5 contracts

Samples: Amended and Restated Exclusive Sublicense Agreement (Biomimetic Therapeutics, Inc.), License Agreement (Biomimetic Therapeutics, Inc.), Exclusive Sublicense Agreement (Biomimetic Therapeutics, Inc.)

Force Majeure. Neither Any delay in the performance of any of the duties or obligations of either Party hereto (except the payment of money due hereunder) shall not be considered a breach of this Agreement, and the time required for performance shall be held liable or responsible extended for a period equal to the other Party or be deemed to have defaulted under or breached this Agreement for failure or period of such delay, if such delay in fulfilling or performing any term of this Agreement when such failure or delay is has been caused by or results from is the result of acts of God; acts of public enemy; insurrections; riots; injunctions; embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; earthquakes; floods; shortages of energy; governmental prohibition or restriction; or other unforeseeable causes beyond the reasonable control and without the fault or negligence of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority Party so affected. The non-performing Party so affected shall notify give prompt notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration cause, and any action being taken shall take whatever reasonable steps are necessary to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause as rapidly as reasonably possible.

Appears in 5 contracts

Samples: Promotion and Commercialization Agreement (Jaguar Animal Health, Inc.), Commercialization Agreement (Aratana Therapeutics, Inc.), Collaboration and License Agreement (Pacira Pharmaceuticals, Inc.)

Force Majeure. Neither No Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure of or delay in fulfilling or performing any term obligations (other than payment obligations) set forth in this Agreement, and no Party shall be deemed in breach of this Agreement when its obligations, if such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party due to a natural disaster, including fires explosion, floods fire, earthquakes flood, embargoes tornado, shortages thunderstorm, epidemics hurricane, quarantines earthquake, war, acts of war (whether war be declared or not), acts of terrorism, insurrections riot, riots embargo, civil commotion loss or shortage of power, strikes labor stoppage, lockouts substance or material shortage, events caused by reason of laws of any Governmental Authority, events caused by acts or omissions of a Third Party or any other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify cause reasonably beyond the other Party control of such force majeure within ten (10) days after Party, if the Party affected gives prompt notice of any such occurrence by giving written notice cause to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect Party. The suspension Party giving such notice shall thereupon be excused from such of performance shall be of no greater scope and no longer duration than its obligations hereunder as it is necessary and the non- thereby disabled from performing Party shall use commercially reasonable efforts to remedy its inability to perform; for so long as it is so disabled, provided, however, that in the event the suspension of performance such affected Party commences and continues for one-hundred and eighty (180) days after the date of the occurrence, and to use its Commercially Reasonable Efforts to cure such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause.

Appears in 5 contracts

Samples: Collaboration and License Agreement (4D Molecular Therapeutics Inc.), Collaboration and License Agreement (uniQure N.V.), Collaboration and License Agreement (uniQure B.V.)

Force Majeure. Neither 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 causes events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances 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. The non-performing Party shall notify the other Party of such force majeure within ten thirty ( 10 30) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in . In the event that such force majeure event lasts for more than ninety (90) days, such other Party shall have the suspension of performance continues for one-hundred and eighty right to terminate this Agreement upon sixty ( 180 60) days after the date of the occurrence, and such failure written notice to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party.

Appears in 4 contracts

Samples: Development and License Agreement (GPC Biotech Ag), Development and License Agreement (Pharmion Corp), License Agreement (GPC Biotech Ag)

Force Majeure. Neither Party shall lose any rights hereunder or be held liable or responsible to the other Party for damages or be deemed to have defaulted under losses on account of failure of performance by the defaulting Party if the failure is occasioned by government action, war, fire, earthquake, explosion, flood, strike, lockout, embargo, act of God, or breached this Agreement for failure any other similar or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes dissimilar cause beyond the reasonable control of the non-performing defaulting Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared provided that the Party claiming force majeure has exerted all reasonable efforts to avoid or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of remedy such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of majeure. In the event, its anticipated duration the force majeure event persists for more than six (6) months, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing either Party shall use commercially reasonable efforts have the right to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 4 contracts

Samples: Transfer Agreement (Quatrx Pharmaceuticals Co), Exclusive License Agreement (Quatrx Pharmaceuticals Co), Exclusive License Agreement (Quatrx Pharmaceuticals Co)

Force Majeure. Neither 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 causes events beyond the reasonable control of the non-performing Party, including fires, floods , earthquakes , embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and the Parties shall meet to discuss in good faith how to proceed in such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party event.

Appears in 4 contracts

Samples: Assignment and License Agreement (Celldex Therapeutics Inc), Assignment and License Agreement (Celldex Therapeutics Inc), Assignment and License Agreement (Avant Immunotherapeutics Inc)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for No failure or delay omission by either Party in fulfilling or performing the performance of any term obligation of this Agreement when such failure shall be deemed a breach of this Agreement or delay is caused by create any liability if the same shall arise from any cause or results from causes beyond the reasonable control of the non-performing such Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, the following: acts of war (whether war be declared god: acts or not) omissions of any government; any rules, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts regulations or other labor disturbances, acts of God or acts, omissions or delays in acting orders issued by any governmental authority. The non-performing authority or by any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; war; terrorist act; rebellion; insurrection; riot; and invasion; provided that such Party shall notify provides notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the an event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts uses Commercially Reasonable Efforts to remedy its inability to perform cure such failure or omission resulting from one of the above causes as soon as is practicable; provided provided further that, however, that in the event the suspension of performance continues for one-hundred and eighty ninety ( 180 90) days after the date of the occurrence days, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure majeure event, the non- performing affected Party may terminate this Agreement pursuant by written notice to for the other nonperforming Party ’s material breach.

Appears in 4 contracts

Samples: License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.)

Force Majeure. Neither Any delay in the performance of any of the duties or obligations of either Party under this Agreement caused by an event outside the affected Party’s reasonable control shall not be considered a breach of this Agreement, and the time required for performance shall be held liable or responsible extended for a period equal to the period of such delay. Such events shall include, without limitation: acts of God; riots; embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; earthquakes; floods; shortages of material or energy; or 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 unforeseeable causes beyond the reasonable control and without the fault or negligence of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority Party so affected. The non-performing Party so affected shall notify give prompt notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice cause and shall take whatever reasonable steps are necessary to relieve the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause as rapidly as possible.

Appears in 4 contracts

Samples: License Agreement (Exagen Diagnostics Inc), License Agreement (Exagen Inc.), License Agreement (Exagen Diagnostics Inc)

Force Majeure. Neither Any delays in, or failure of performance of any Party to this Agreement, shall be held liable not constitute a default hereunder, or responsible give rise to any claim for damages, if and 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 extent caused by or results from causes occurrences beyond the reasonable control of the non-performing Party Party affected; including, including but not limited to, acts of God, acts of terrorism, strikes or other concerted acts of workmen, civil disturbances, fires, floods, earthquakes, embargoes explosions, shortages, epidemics, quarantines riots, war, acts of war (whether war be declared or not) rebellion, sabotage, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts governmental authority or other labor disturbances, acts failure of God governmental authority to issue licenses or acts, omissions or delays in acting by any governmental authority approvals which may be required. The non-performing Party suffering such occurrence shall immediately notify the other Parties as soon as practicable and any time for performance hereunder shall be extended by the actual time of delay caused by the occurrence, provided that the Party of such force majeure within ten (10) days after affected by such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially uses reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and overcome or avoid such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party delay.

Appears in 4 contracts

Samples: License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc)

Force Majeure. Neither 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 breach of this Agreement when or for any delay or failure of performance resulting from any cause beyond such failure or delay is caused by or results from causes beyond the Party’s reasonable control of the non-performing Party control, including fires the weather, floods civil disturbances, earthquakes, embargoes, shortages, epidemics, quarantines, war terrorism, acts of war (whether war be declared civil or not), military authorities or acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority God. The non-performing Party claiming relief under this Section shall promptly notify the other Party of such force majeure within in writing, but in no event later than ten (10) calendar days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, should any such cause arise and shall promptly take steps to remedy any delay or failure in performance upon removal of the circumstances causing such failure delay or failure. If an event of force majeure occurs, the Party injured by the other’s inability to perform would constitute a material breach may elect one of the following remedies: (a) to terminate this Agreement agreement in the absence of whole or in part if such force majeure majeure event has not been removed within thirty (30) days of occurrence; or (b) to suspend the Agreement, in whole or part, for the non-performing duration of the force majeure circumstances. The Party experiencing the force majeure circumstances shall cooperate with and assist the injured Party in all reasonable ways to minimize the impact of force majeure on the injured Party, which may terminate this Agreement pursuant by written notice to the other Party include locating and arranging substitute services if necessary.

Appears in 4 contracts

Samples: Master Services Agreement (Arog Pharmaceuticals, Inc.), Master Services Agreement (Arog Pharmaceuticals, Inc.), Individual Project Agreement (Arog Pharmaceuticals, Inc.)

Force Majeure. Neither 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 (other than an obligation to make payments) when such failure or delay is caused by or results from causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten seven ( 10 7) days Business Days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: Co Collaboration Agreement (Regeneron Pharmaceuticals, Inc.), Agreement (Alnylam Pharmaceuticals, Inc.), License Agreement (Regeneron Pharmaceuticals, Inc.)

Force Majeure. Neither Party Any delay or failure of either party to perform its obligations under this Agreement, except for the obligation to make any payments, shall be held liable or responsible excused if, and to the other Party extent, that the delay 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 an event or results from causes occurrence beyond the reasonable control of the non-performing Party affected party and without its fault or negligence such as, including by way of example and not be by way of limitation, acts of God, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority (whether valid or invalid), fires, floods flood, storms, earthquakes, embargoes avalanches, shortages soil subsidence or other natural disasters, epidemics wars, quarantines civil unrest, war insurrection, acts of war (whether war be declared or not), acts of terrorism, insurrections explosions, riots, civil commotion sabotage, strikes labour problems (including lock-outs, lockouts strikes and slow- downs), embargo, inability to procure or obtain delivery of parts, supplies or power from suppliers, or court injunction or order, or any other labor disturbances, acts events that in accordance to the law or the fixed legislation of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such Canadian Courts are regarded as force majeure within ten provided that: ( 10 i) days after such occurrence by giving written notice of delay (including anticipated duration of the delay) shall be given by the affected party to the other Party stating the nature party within 15 days of the event, its anticipated duration, affected party first becoming aware of such event and any action being taken (ii) that the affected party shall take all reasonable steps to avoid or minimize its effect. The suspension remove such cause of performance shall be of no greater scope and no longer duration than is necessary and the non- performing Party performance and shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in resume performance hereunder with dispatch whenever such causes are removed. In the event the suspension of that such non-performance continues for one-hundred and eighty (180) days after the date of the occurrence more than 90 days, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party thereafter either party may terminate this Agreement pursuant by written notice to giving the other Party party 30 days written notice.

Appears in 4 contracts

Samples: Participation Agreement, Participation Agreement, Participation Agreement

Force Majeure. Neither Party party shall be held liable for any delay or responsible failure to the other Party or be deemed to have defaulted perform under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is if caused by or results from causes conditions beyond the reasonable control of the non-performing Party its control, including fires but not limited to fire, floods flood, earthquakes accident, embargoes, shortages, epidemics, quarantines, war storm, acts of war (whether war be declared war, riot, government interference, strikes or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform walkouts; provided, however, that in the no such event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such shall excuse any delay or failure to perform would constitute a material breach by Distributor of its obligations to make payment to COMTEX under Paragraph 5 of this Agreement in Agreement. The affected performing party shall promptly notify the absence other party of the nature and anticipated length of continuance of such force majeure . Should any such failure or suspension of performance by COMTEX continue for more than six (6) months, then either party shall have the non-performing Party may right to terminate this Agreement pursuant by written notice to without further liability or obligation on the other Party part of either party.

Appears in 4 contracts

Samples: Distributor Agreement (I3 Mobile Inc), Distributor Agreement (Go2net Inc), Distributor Agreement (I3 Mobile Inc)

Force Majeure. Neither Party party shall be held liable for delay in delivery or responsible to nonperformance in whole or in part, nor shall the other Party or be deemed party have the right to have defaulted under or breached terminate this Agreement for failure except as otherwise specifically provided in this Section 13.2, where delivery or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused performance has been affected by or results from causes a condition beyond the a party’s reasonable control of the non-performing Party control, including fires, floods , earthquakes , embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority . The non-performing Party shall notify ; provided that the other Party of party affected by such force majeure a condition shall, within ten (10) days after such occurrence by giving written of its occurrence, give notice to the other Party stating the nature of the event condition, its anticipated duration, duration and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary reasonably required and the non-performing Party nonperforming party shall use commercially reasonable its best efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty sixty ( 180 60) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure majeure event, the non-performing nonaffected Party may terminate this Agreement pursuant immediately by written notice to the other Party party.

Appears in 4 contracts

Samples: Feasibility, Development and Commercialization Agreement (Auto Search Cars, Inc.), Feasibility, Development and Commercialization Agreement (Auto Search Cars, Inc.), Feasibility, Development and Commercialization Agreement (Auto Search Cars, Inc.)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure to perform or delay in fulfilling performing its obligations under the Agreement by virtue of an occurrence of an event of Force Majeure. In the event of Force Majeure, each party shall promptly notify the other Party and shall exert commercially reasonable efforts to eliminate, cure or performing overcome such event and to resume performance of its obligations. “Force Majeure” shall mean any term occurrence which prevents, delays or interferes with the performance by a Party of this Agreement when any of its obligations hereunder if such event occurs by reason of an act of God, flood, power failure, fire, explosion, casualty, accident, war, revolution, civil commotion acts of public enemies or terrorism, failure of usual suppliers to provide materials, equipment or machinery, interruption of or delay is caused by in transportation, strike or results from causes labor disruption or other similar cause beyond the reasonable control of the non-performing other Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts . If such event of war (whether war be declared or not), acts Force Majeure prevents performance by a Party under this Agreement for a period in excess of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one- one hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure days, the non-performing other Party may terminate this Agreement pursuant by upon thirty (30) days written notice to the other Party notice, without penalty or liability.

Appears in 4 contracts

Samples: And Removal Agreement (ViewRay, Inc.), And Removal Agreement (ViewRay, Inc.), And Removal Agreement (Viewray Inc)

Force Majeure. Neither Subject to Manufacturer’s obligations under Section 2.5(a), no Party shall be held liable for any failure to perform or responsible to the other any delays in performance, and no Party or shall be deemed to have defaulted under be in breach or breached default of its obligations set forth in this Agreement Agreement, if, to the extent and for failure or delay in fulfilling or performing any term of this Agreement when so long as, such failure or delay is caused by or results from due to any causes that are beyond the its reasonable control and not to its acts or omissions, including, without limitation, such causes as acts of the non-performing Party God, including fires natural disasters, floods hurricane, earthquakes flood, embargoes severe storm, shortages earthquake, epidemics civil disturbance, quarantines lockout, war riot, order of any court or administrative body, embargo, acts of Government, war (whether war be declared or not not declared), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other similar causes (“Force Majeure Event”). For clarity, raw material price increases, unavailability of raw materials, and labor disturbances disputes shall not be deemed a Force Majeure Event. In the event of a Force Majeure Event, acts of God the Party prevented from or acts, omissions or delays delayed in acting by any governmental authority. The non- performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written promptly give notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in avoid or minimize the delay. In the event that the suspension of performance delay continues for one-hundred a period of at least sixty (60) calendar days, the Party affected by the other Party’s delay may elect to (a) suspend performance and eighty (180) days after extend the date time for performance for the duration of the occurrence, and such failure to perform would constitute a material breach Force Majeure Event or (b) cancel all or any part of the unperformed part of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party or any Purchase Orders.

Appears in 4 contracts

Samples: Manufacturing and Supply Agreement (Upjohn Inc), Manufacturing and Supply Agreement (Viatris Inc), Manufacturing and Supply Agreement (Viatris Inc)

Force Majeure. Neither Except for each Party’s confidentiality and indemnity obligations, any delay in the performance of any of the duties or obligations of either Party hereto (except the payment of money), to the extent caused by an event outside the affected Party’s reasonable control, shall not be considered a breach of this Agreement, and unless provided to the contrary herein, the time required for performance shall be held liable or responsible extended for a period equal to the other period of such delay. Such events (hereinafter referred to as “Force Majeure” events) shall include without limitation, acts of God; acts of public enemies; war, terrorism, insurrections; riots; injunctions; embargoes; labor disputes affecting third parties providing services to a Party or be deemed to have defaulted under or breached this Agreement for failure (including strikes, lockouts, job actions, or delay in fulfilling boycotts); fires; explosions; floods; shortages of material or performing energy; acts or orders of any term of this Agreement when such failure government or delay is caused by agency thereof or results from other unforeseeable causes beyond the reasonable control and without the fault or negligence of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority Party so affected. The non-performing Party so affected shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving give prompt written notice to the other Party stating the nature of such cause and a good faith estimate of the event, its anticipated duration continuing effect of the Force Majeure condition and duration of the affected Party’s nonperformance, and any action being taken shall take whatever reasonable steps are appropriate to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party causes as rapidly as possible.

Appears in 4 contracts

Samples: Technology License Agreement (Kamada LTD), Exclusive Manufacturing, Supply and Distribution Agreement (Kamada LTD), Technology License Agreement (Kamada LTD)

Force Majeure. Neither Party shall be held liable As used in this Agreement, “Force Majeure” means any delay or responsible to hindrance in, or prevention from, the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing performance of any term act(s) required of this Agreement when such failure or delay is either party caused by strikes, lockouts, terrorism, emergency governmental orders or results from causes beyond the reasonable control decrees, riots, insurrection, war, “acts of the non-performing Party, God” (including fires, without limitation floods, earthquakes, embargoes storm, shortages lightning, epidemics, quarantines, war, acts of war (whether war be declared fire or not other weather disturbances or conditions), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts direct cause(s) not reasonably within such party’s direct control. Neither party shall be considered to be in default in respect to any obligation hereunder to the extent and for the expected duration that such failure of God or acts, omissions or delays in acting by any governmental authority performance shall be due to an event of Force Majeure. The non-performing Party party affected by an event of Force Majeure shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving give prompt written notice to the other Party party stating the nature of the event, its anticipated duration, duration and any action being taken to avoid or minimize its effect . The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: Community Solar Program Subscription Agreement, Community Solar Program Subscription Agreement, Community Solar Program Subscription Agreement

Force Majeure. Neither Party shall lose any rights hereunder or be held liable or responsible to the other Party for damages or be deemed to have defaulted under losses on account of failure of performance by the defaulting Party if the failure is occasioned by war, fire, explosion, flood, strike, lockout, embargo, act of God, 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 causes other cause beyond the reasonable control of the non-performing defaulting Party, including fires provided that the Party claiming force majeure has extended reasonable efforts to avoid or remedy any such force majeure, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify continues to employ such efforts and promptly notifies the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: License and Supply Agreement (Oculus Innovative Sciences, Inc.), License and Supply Agreement (Ruthigen, Inc.), License and Supply Agreement (Ruthigen, Inc.)

Force Majeure. Neither Any delay in the performance of any of the duties or obligations of either Party hereto (except the payment of money due hereunder) shall not be considered a breach of this Agreement, and the time required for performance shall be held liable or responsible extended for a period equal to the other Party or be deemed to have defaulted under or breached this Agreement for failure or period of such delay, if such delay in fulfilling or performing any term of this Agreement when such failure or delay is has been caused by or results from is the result of acts of God; acts of public enemy; insurrections; riots; injunctions; embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; earthquakes; floods; shortages of energy; governmental prohibition or restriction; or other unforeseeable causes beyond the reasonable control and without the negligence of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority Party so affected. The non-performing Party so affected shall notify give prompt notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration cause, and any action being taken shall take whatever reasonable steps are necessary to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause as rapidly as reasonably possible.

Appears in 4 contracts

Samples: License Agreement (Akouos, Inc.), License Agreement (Akouos, Inc.), Sublicense Agreement (Akouos, Inc.)

Force Majeure. Neither Party Unless continuing for a period of ninety (90) consecutive days, or unless involving the payment of amounts due under this Agreement, no default, delay or failure to perform on the part of either party shall be held liable considered a breach of the Agreement if such default, delay or responsible failure to the other Party perform is shown to be due entirely to an event of force majeure, 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 causes beyond the reasonable control of the non-performing Party defaulting party including without limitation, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections strikes, riots, civil commotion disturbances, strikes actions or inaction concerning governmental authorities, lockouts or other labor disturbances epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or acts the public enemy or default of a common carrier, omissions always provided that the party so relieved of its obligations shall take reasonable steps to prevent, correct or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of amend such force majeure within ten (10) days after act or event which renders such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party obligations impossible.

Appears in 4 contracts

Samples: Electronic Distributor Agreement (Shopnow Com Inc), Electronic Distributor Agreement (Shopnow Com Inc), Electronic Distributor Agreement (Shopnow Com Inc)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for No failure or delay omission by either Party in fulfilling or performing the performance of any term obligation of this Agreement when such failure shall be deemed a breach of this Agreement or delay is caused by create any liability if the same shall arise from any cause or results from causes beyond the reasonable control of the non-performing such Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, the following; acts of war (whether war be declared god; acts or not) omissions of any government; any rules, acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts regulations or other labor disturbances, acts of God or acts, omissions or delays in acting orders issued by any governmental authority. The non-performing authority or by any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; war; terrorist act; rebellion; insurrection; riot; and invasion; provided that such Party shall notify provides notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the an event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts uses Commercially Reasonable Efforts to remedy its inability to perform cure such failure or omission resulting from one of the above causes as soon as is practicable; provided provided further that, however, that in the event the suspension of performance continues for one-hundred and eighty ninety ( 180 90) days after the date of the occurrence days, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure majeure event, the non- performing affected Party may terminate this Agreement pursuant by written notice to for the other nonperforming Party ’s material breach.

Appears in 4 contracts

Samples: License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.)

Force Majeure. Neither Except with respect to delays or nonperformance caused by the negligent or intentional act or omission of a Party, any delay or nonperformance by such Party shall (other than payment obligations under this Agreement) will not 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 considered a breach of this Agreement when to the extent such failure delay or delay nonperformance is caused by acts of God, natural disasters, acts of any Government Authority or results from causes beyond civil or military authority, fire, floods, epidemics, quarantine, energy crises, war or riots or any other cause outside of the reasonable control of such Party (each, a “Force Majeure Event”), provided that the Party affected by such Force Majeure Event will promptly begin or resume performance as soon as reasonably practicable after the event has abated. If the Force Majeure Event prevents a Party from performing any of its obligations under this Agreement for two hundred seventy (270) days or more, then the other Party may terminate this Agreement immediately upon written notice to the non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: License Agreement (SpringWorks Therapeutics, Inc.), License Agreement (SpringWorks Therapeutics, Inc.), License Agreement

Force Majeure. Neither 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 Any delay in fulfilling the performance of any of the duties or performing any term obligations of either party hereto (except the payment of money) shall not be considered a breach of this Agreement when and the time required for performance shall be extended for a period equal to the period of such failure or delay, provided that such delay is has been caused by or results from causes beyond is the reasonable control result of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war any acts of God, acts of war (whether war be declared or not), acts of terrorism the public enemy, insurrections, riots, civil commotion embargoes, labor disputes, including strikes, lockouts lockouts, job actions, boycotts, fires, explosions, floods, shortages of material or energy, or other labor disturbances, acts unforeseeable causes beyond the control and without the fault or negligence of God or acts, omissions or delays in acting by any governmental authority the party so affected. The non-performing Party affected party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written give prompt notice to the other Party stating the nature party of the event, its anticipated duration such cause, and any action being taken shall take promptly whatever reasonable steps are necessary to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause.

Appears in 4 contracts

Samples: Letter Agreement, Letter Agreement, Letter Agreement

Force Majeure. Neither Party shall will be held liable or responsible to the other Party or nor 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 causes beyond the reasonable control of the non-performing Party, affected Party (which shall include taking reasonable precautions) including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines , embargoes, acts of terrorism, war, acts of war (whether war be declared or not), acts of terrorism insurrections, insurrections strikes, lockouts, or other labor disturbances, riots, civil commotion, strikes, lockouts or other labor disturbances commotions, acts of God or acts, omissions omissions, or delays in acting by any governmental authority Governmental Authority (each, a “Force Majeure”). The non-performing affected Party shall will notify the other Party of such force majeure within ten (10) days Force Majeure as soon as reasonably practical after such occurrence by giving written notice to the other 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 be effective only to the extent of no greater scope and no longer in duration than is necessary the Force Majeure causing the failure or delay in performance and the non-performing Party shall will use commercially every reasonable efforts effort to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and perform due to such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Force Majeure.

Appears in 4 contracts

Samples: Clinical Supply Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.), Clinical Supply Agreement (Kiniksa Pharmaceuticals, Ltd.)

Force Majeure. Neither Party shall be held liable for any delay 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 performance of any term part of this Agreement when such failure from any cause beyond its control and without its fault or delay is caused by negligence including, without limitation, acts of nature, acts of civil or results from causes military authority, government regulations, embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, equipment failure, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions or any other circumstances beyond the reasonable control and without the fault or negligence of the non-performing Party Party affected (collectively, including fires a “Force Majeure Event"). If any Force Majeure condition occurs, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared the Party delayed or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party unable to perform shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written give immediate notice to the other Party stating and shall take all reasonable steps to correct the nature Force Majeure condition. In the event of such delay, the delayed Party shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure the delayed Party agrees to resume performance in a nondiscriminatory manner and not favor its own provision of telecommunications services above that of the event affected Party. During the pendency of the Force Majeure, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension the duties of performance the Parties under this Agreement affected by the Force Majeure condition shall be of no greater scope abated and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party resume without liability thereafter.

Appears in 4 contracts

Samples: Interconnection and Reciprocal Compensation Agreement, And Reciprocal Compensation Agreement, And Reciprocal Compensation Agreement

Force Majeure. Neither Notwithstanding anything to the contrary in this Agreement, neither Party shall will be held liable for any Damage or responsible to delay suffered by the other Party or due to any inability to perform any obligation hereunder, and neither Party will be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term or provision of this Agreement Agreement, when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing affected Party, including fires including, floods without limitation, earthquakes as a result of Acts of God, embargoes fire, shortages flood, epidemics storm, quarantines earthquake, explosion, epidemic, delays in transportation, shortages of trucks or vessels, shortages of fuel, shortages of raw materials, environmental catastrophe, embargo, war, acts of war (whether war be declared or not), acts of terrorism, insurrections insurrection, riots riot, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority authority (including legislative, administrative, judicial, police or any other official governmental acts) (each, a “Force Majeure Event”). The non-performing For the avoidance of doubt, delays in Supplier’s receipt of MLPEs, to the extent such delays impact the ability of Supplier to timely perform MLPE attachment services, timely supply the required volumes of any Product, or timely deliver any Product, will be deemed to constitute a Force Majeure Event that affects the Supplier. In the case of any delay or failure that a Party shall notify anticipates will cause an excusable delay hereunder, such Party will inform the other Party in writing of the anticipated effect of such force majeure delay within ten (10) five days after such occurrence by giving written of becoming aware of it, which notice to the other Party stating the nature must include a reasonably detailed description of the event, its anticipated duration, and any action being taken steps that the notifying Party is taking to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and alleviate the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party problem.

Appears in 4 contracts

Samples: Master Supply Agreement (Maxeon Solar Technologies, Ltd.), Supply Agreement (Maxeon Solar Technologies, Ltd.), Master Supply Agreement (Sunpower Corp)

Force Majeure. Neither Party party shall be held liable or responsible to the other Party party or be deemed to have defaulted breached 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 causes beyond the reasonable control of the non-performing Party party, including fires, floods , earthquakes , embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party party shall notify the other Party party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party 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 be of no greater scope and no longer duration than is necessary and the non-performing Party party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: Collaboration and Option Agreement (Fluidigm Corp), License Agreement (Fluidigm Corp), Collaboration and Option Agreement (Fluidigm Corp)

Force Majeure. Neither 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) days [***] after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, duration and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 4 contracts

Samples: Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.), Collaboration and Option Agreement (Morphic Holding, Inc.)

Force Majeure. Neither No Party to this Agreement 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 of performance of any term of this Agreement when its obligations hereunder if such failure or delay is caused by or results from due to causes beyond the its reasonable control of the non-performing Party including, including without limitation, natural disasters, fires, floods earthquake or storm, earthquakes strikes, embargoes, shortages, epidemics, quarantines, war failures of public utilities or common carriers, acts of war (whether war be declared war, or not) intervention, acts restraints or regulations of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority authority including compliance with any order of any governmental considerations; provided that any such delay or failure shall be remedied by such Party as soon as possible after removal of the cause of such failure. The non-performing A Party suffering such delay or which expects to suffer such delay shall promptly notify the other Party in writing of the cause and expected duration of such force majeure within ten delay. In the event a delay lasts or is expected to last more than sixty ( 10 60) days after such occurrence by giving written notice to the other Party stating shall have the nature of the event, its anticipated duration, and any action being taken option to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by upon written notice to the other Party notice.

Appears in 3 contracts

Samples: Master Distribution Agreement (Aspect Medical Systems Inc), Medical Products Distribution Agreement (Aspect Medical Systems Inc), Distribution Agreement (Aspect Medical Systems Inc)

Force Majeure. Neither Party shall be held responsible or liable in any way for failure, delay or responsible to omission carrying out the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term terms of this Agreement when such failure resulting from any cause or delay is caused by or results from causes circumstance beyond the its reasonable control of the non-performing Party control, including fires including, floods but not limited to, earthquakes fire, embargoes flood, shortages, epidemics, quarantines other natural disasters, war, acts labor strike, interruption of war (whether war be declared or not) transit, acts of terrorism terrorist acts, insurrections, riots accidents, civil commotion, strikes, lockouts or other labor disturbances, and acts of God or acts, omissions or delays in acting by any governmental authority , provided, that the Party so affected shall give prompt notice thereof to the other. The non-performing No such failure, delay or omission shall terminate this Agreement, and each Party shall notify complete its obligations hereunder as promptly as reasonably practicable following cessation of the other Party cause or circumstance of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event failure or delay, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in if any of the event the suspension of performance above conditions continues to exist for one-hundred and eighty more than three ( 180 3) days months after the date of the occurrence any notice given with regard thereto, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing either Party may terminate this Agreement pursuant by forthwith upon written notice to the other Party . In such case no Party shall have any liability to the other Party.

Appears in 3 contracts

Samples: Subscription Agreement, www.mediusflow.com, www.mediusflow.com

Force Majeure. Neither 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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. in fulfilling or performing any term of this Agreement (other than an obligation to make payments) when such failure or delay is caused by or results from causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) [***] days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, duration and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.)

Force Majeure. Neither 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 (other than an obligation to make payments) when such failure or delay is caused by or results from causes events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics epidemics or pandemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances 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 Governmental Authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) 15 days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Supply Agreement (Pdi Inc), Asset Purchase Agreement (Pdi Inc), Transition Services Agreement (Pdi Inc)

Force Majeure. Neither Party AFP shall not be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement MannKind for any failure or delay in fulfilling or performing the performance of any term of its obligations under this Agreement when such failure arising out of any event or delay is caused by or results from causes circumstance beyond the its reasonable control of the non-performing Party control, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) rebellion, acts of terrorism , insurrections, riots , civil commotion, strikes, lockouts lock-outs or other industrial or labor disturbances disputes; fire, explosion, earthquake, acts of God God, flood, drought, or acts, omissions bad weather; or delays in acting requisitioning or other act or order by any governmental government or regulatory authority. The non-performing Party If such failure or delay occurs, then AFP shall notify give MannKind notice of the other Party circumstances causing such failure or delay, and AFP shall be excused from the performance of such force majeure within ten of its obligations that it is thereby disabled from performing for so long as it is disabled and for sixty ( 10 60) calendar days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform thereafter; provided, however, that in the event the suspension of performance AFP commences and continues for one-hundred to take reasonable and eighty (180) days after the date of the occurrence, and diligent actions to cure such failure to perform would constitute a or delay. Notwithstanding the foregoing, if AFP is disabled from the performance of any material breach of obligation under this Agreement in for a period of ninety (90) calendar days or more, then MannKind shall have the absence of such force majeure, the non-performing Party may right to terminate this Agreement pursuant by upon written notice to AFP, in which event the other Party provisions of § 10.3 shall apply.

Appears in 3 contracts

Samples: Supply Agreement (Mannkind Corp), Supply Agreement (Mannkind Corp), Supply Agreement (Amphastar Pharmaceuticals, Inc.)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or nor 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 the causes beyond the reasonable control of the non-performing affected Party, including fires including: fire, floods, earthquakes earthquake, tsunami, ice, tornado, hurricane, windstorm, eruption, explosion, sabotage or vandalism, embargoes , shortages, epidemics, quarantines , war, acts of war (whether war be declared or not), acts invasion, domestic or foreign terrorist act, act of terrorism a public enemy, insurrections, riots, civil commotion commotions, strikes, lockouts or other labor disturbances , shortages of materials, failure of utilities, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Governmental Authority (each, an event of “Force Majeure”); provided that such affected Party shall notify provide the other Party of such force majeure within ten (10) days after such occurrence by giving with prompt written notice to the other Party stating the nature of the event, circumstances surrounding such a material failure or delay and will use Diligent Efforts to overcome the difficulties created thereby and to resume performance of its anticipated duration, and obligations as soon as practicable. If the performance of any action being taken such obligation under this Agreement is delayed owing to avoid or minimize its effect. The suspension such a Force Majeure for any continuous period of performance shall be of no greater scope and no longer duration more than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one- one hundred and eighty (180) days after days, the date Parties will consult with respect to an equitable solution, including the possibility of the occurrence, and such failure to perform would constitute a material breach mutual termination of this Agreement in Agreement. For the absence avoidance of doubt, the occurrence of an event of Force Majeure shall not relieve any Party from fulfilling any obligation required hereunder; rather, the period for performance of such force majeure, obligation shall be tolled during the non-performing Party may terminate this Agreement pursuant by written notice to the other Party occurrence of such Force Majeure.

Appears in 3 contracts

Samples: Development and License Agreement (Pfenex Inc.), Development and License Agreement (Pfenex Inc.), Mena Development and License Agreement (Pfenex Inc.)

Force Majeure. Neither Party Excepting any financial obligations arising under this Agreement, neither RagingWire nor Customer shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any term of its performance, including Service Outages, under this Agreement when due to any cause beyond its reasonable control, including, without limitation, acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, labor dispute, strike or lockout, failure of an energy provider to supply power, governmental act or failure of the Internet (not resulting from the actions or inactions of a Party) (each, a "Force Majeure Event"), provided that the delayed Party: (i) gives the other Party prompt notice of such cause; and (ii) uses commercially reasonable efforts to correct such failure or delay is caused by or results from causes beyond in performance. In the reasonable control event that a Force Majeure event continues for a period of five (5) business days, either party shall have the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by right to terminate this Agreement and any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving SLA upon written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party party.

Appears in 3 contracts

Samples: Master Services Agreement (Photronics Inc), Master Services Agreement (Photronics Inc), Master Services Agreement (Photronics Inc)

Force Majeure. Neither Party shall be held liable If either party is prevented or responsible to the other Party restricted directly or be deemed to have defaulted indirectly from carrying out all or any of its obligations 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 causes beyond the reasonable control of the non-performing Party events, including fires but not limited to, floods fire, earthquakes explosion, embargoes flood, shortages, epidemics, quarantines riot, war, acts of war (whether war be declared or not) accident, acts of terrorism God, insurrections embargo, riots Legislation, shortage or of a breakdown of transportation facilities, civil commotion, strikes, lockouts unrest or other labor disturbances, acts or any cause or contingency beyond the control of God or acts the Party (‘’force majeure’’), omissions or delays in acting by any governmental authority. The non-performing the Party so affected shall immediately notify the other Party party and thereon shall be relieved of its obligations herein during the period of such force majeure within ten (10) days after such occurrence event. The Party affected by giving written notice to the other Party stating Force Majeure shall do what is reasonable in the nature of the event, its anticipated duration, and any action being taken circumstances to avoid or minimize remove the causes of the Force Majeure and shall continue the performance of its effect. The suspension of performance obligations under this Agreement, Provided that either party shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts at liberty to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to forthwith where the other Party event of Force Majeure continues for three (3) weeks.

Appears in 3 contracts

Samples: Independent Agent Services Agreement, Sole Agent Services Agreement, Agent Services Agreement

Force Majeure. Neither A Party shall (the “Affected Party”) will not be held liable for any interruption, delay or responsible failure to perform any obligation under this Agreement when such interruption, delay or failure is due to causes beyond its reasonable control, including any strikes, lockouts, acts of any government, riot, insurrection or other hostilities, embargo, fuel or energy shortage, fire, flood, acts of God, pandemic, or a general inability not specific to the Affected Party or its Subcontractors to obtain necessary labor, materials or utilities. In any such event, obligations hereunder will be postponed for such time as the Affected Party’s performance is suspended or delayed on account thereof and it will have no liability 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 causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority connection therewith. The non-performing Affected Party shall will promptly notify the other Party Party, in writing, upon learning of the occurrence of such event of force majeure. Upon the cessation of the force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Affected Party shall will use commercially reasonable efforts to remedy resume its inability performance promptly. The other Party, however, may terminate this Agreement, terminate any future service in whole, or terminate any partially-performed service if the Affected Party has not resumed full performance of that service within 90 days from the start of the interruption, delay, or failure to perform perform under this Section 12; provided, however, that in the event the suspension terminating Party must provide at least thirty (30) days’ notice of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and impending termination prior to such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party termination.

Appears in 3 contracts

Samples: Service Agreement (Rani Therapeutics Holdings, Inc.), Service Agreement (Rani Therapeutics Holdings, Inc.), Service Agreement (Rani Therapeutics Holdings, Inc.)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement hereunder for any failure or delay in fulfilling or performing any term the performance of its obligations under this Project Agreement when if such failure or delay is caused by on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or results from causes controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the non-performing Party Party so defaulting or delaying in the performance of this Project Agreement, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays for so long as such force majeure event is in acting by any governmental authority effect. The non-performing Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five business days of its occurrence. Should a Party experience a force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, it shall take reasonable measures to mitigate any impact that such event has on its anticipated duration, performance of this Project Agreement and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially take all reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure steps to perform would constitute a material breach of this Agreement in the absence of despite such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party event.

Appears in 3 contracts

Samples: Service Description and Project Agreement, Service Description and Project Agreement, winecountrybottlers.com

Force Majeure. Neither ‌ In the event either Party shall be held liable delayed or responsible to hindered in or prevented from the other Party or be deemed to have defaulted under or breached this Agreement for performance required hereunder by reason of force majeure, which includes strikes, lockouts, labor troubles, failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party power, including fires riots, floods, earthquakes, embargoes, shortages, epidemics, quarantines insurrection, war, acts of war God, or other reason of like nature not the fault of the Party delayed in performing work or doing acts ( whether war be declared or not herein “force majeure”), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing such Party shall notify be excused for the other Party period of such force majeure within ten (10) days after such occurrence by giving written notice time equivalent to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of delay caused by such force majeure, or the non-performing Party Agreement may terminate this Agreement pursuant by written notice to be terminated in accordance with terms herein should such delay be sufficient that termination is in the other Party best interest of the PCCA.

Appears in 3 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

Force Majeure. Neither 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) days […***…] after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to be in default of, or to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing breached, any term provision of this Agreement when such as the result of delay or failure in performance resulting directly or delay is caused by or results indirectly from causes circumstances beyond the Party's reasonable control of the non-performing Party control, including fires without limitation, floods acts of God, earthquakes acts of civil or military authority, embargoes, shortages, epidemics, quarantines civil disturbance, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts strikes or other labor disturbances disputes, fires, transportation contingencies, laws, regulations, acts or orders of God any government agency or acts official thereof, omissions or delays in acting by any governmental authority other catastrophes. The non-performing Party shall notify notify, to the extent reasonably practicable, the other Party of such force majeure within ten three ( 10 3) days after such occurrence by giving written notice to the other Party 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: License Agreement (Aclara Biosciences Inc), License Agreement (Aclara Biosciences Inc), Caliper Technologies Corp

Force Majeure. Neither Party shall will be held liable or responsible for any delay in the performance of its obligations under this Agreement 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 extent such failure or delay is caused by strikes, lockouts, labor trouble, inability to procure labor or results from materials or reasonable substitutes for them, failure of power, governmental requirements, restrictions or laws, fire or other damage, war or civil disorder, or other causes beyond the reasonable control of the non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and ; provided the non-performing Party shall use commercially reasonable efforts to remedy party and its inability to perform; provided, however, that subcontractors are without fault in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence causing such delay, and such failure delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means, including disaster recovery plans. As a condition to perform would constitute the right to claim a material breach of delay under this Agreement in the absence of such force majeure Section 17, the non-performing Party may terminate this Agreement pursuant by written notice to will (i) notify the other Party of the delay within ten (10) business days after the delay occurs; and (ii) give the other Party a weekly update, which describes in reasonable detail the nature and status of the non-performing Party ’s efforts to end the delay.

Appears in 3 contracts

Samples: Revocable License Agreement, Revocable License Agreement, Revocable License Agreement

Force Majeure. Neither Except for Your obligations under Section 3, neither Party shall will 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 performing its obligations, or performing failure to perform any term of obligations, under this Agreement when such Agreement, if the delay or failure or delay is caused by or results from causes circumstances beyond the reasonable control of the non-performing Party that Party including, including fires but not limited to, floods any acts of God, earthquakes governmental act, embargoes fire, shortages explosion, epidemics, quarantines accident, war, acts of war (whether war be declared armed conflict, terrorist act or not), acts of terrorism, insurrections, riots, civil commotion . If there is a delay, strikes, lockouts or other labor disturbances, acts the time for performance will be extended by the amount of God or acts, omissions or delays in acting time lost by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature reason of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform delay; provided, however, that should an event of force majeure described in this Section delay either Party’s performance in any material respect for a period of more than 90 days, then the event other Party will have the suspension of performance continues for one-hundred and eighty (180) days after option, upon giving written notice, to terminate this Agreement or the date of the occurrence, and such failure to perform would constitute a material breach relevant portion of this Agreement in affected by the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party delay.

Appears in 3 contracts

Samples: Intel Software License Agreement, Intel Software License Agreement, Intel Software License Agreement

Force Majeure. Neither 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 (other than an obligation to make payments) when such failure or delay is caused by or results from causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances disturbances (other than a labor disturbance involving the workforce of the non-performing Party where such event is within the reasonable control of the non-performing Party), acts of God or acts, omissions or delays in acting by any governmental authority authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) [***] days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, duration and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC)

Force Majeure. 17.1. Neither 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 causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from unforeseen circumstances or events or causes beyond that Party’s control, including but not limited to, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of energy, labour or materials, and in the absence event of any such force majeure circumstances, the defaulting Party shall forthwith notify the other in writing and the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, provided that if the period of delay or non- performing Party performance continues for three (3) months, the party not affected may terminate this Agreement pursuant agreement by giving 14 days written notice to the other Party party.

Appears in 3 contracts

Samples: anskaffelser.dev, anskaffelser.dev, anskaffelser.dev

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached in breach of this Agreement for failure or to perform any of its obligations hereunder and the time required for performance shall be extended for a period equal to the period of such delay, provided that such delay in fulfilling or performing any term of this Agreement when such failure or delay is has been caused by or results from causes is a result of any acts of God; acts of the public enemy; civil strife; wars declared or undeclared; embargoes; labor disputes, including strikes, lockouts, job actions or boycotts; fires; explosions; floods; shortages of material or energy; events caused by reason of laws or regulations or orders by any government, governmental entity or instrumentality or by any other supervening unforeseeable circumstances beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority Party so affected. The non-performing Party shall notify the other Party of such force majeure within ten so affected shall: ( 10 a) days after such occurrence by giving give prompt written notice to the other Party stating of the nature and date of commencement of the event, force majeure event and its anticipated expected duration , ; and any action being taken to avoid or minimize (b) use its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in relieve the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause as rapidly as possible.

Appears in 3 contracts

Samples: Exclusive Agreement (Abaxis Inc), Exclusive Agreement (Abaxis Inc), Exclusive Agreement (Abaxis Inc)

Force Majeure. Neither Except with respect to delays or nonperformance caused by the negligent or intentional act or omission of a Party, any delay or nonperformance by such Party shall (other than payment obligations under this Agreement) will not 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 considered a breach of this Agreement when to the extent such failure delay or delay nonperformance is caused by acts of God, natural disasters, acts of the government or results from causes beyond civil or military authority, fire, floods, epidemics, quarantine, energy crises, war or riots or other similar cause outside of the reasonable control of such Party (each, a “Force Majeure Event”), provided that the Party affected by such Force Majeure Event will promptly begin or resume performance as soon as reasonably practicable after the event has abated. If the Force Majeure Event prevents a Party from performing any of its obligations under this Agreement for [***] or more, then the other Party may terminate this Agreement immediately upon written notice to the non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: License Agreement (Bluebird Bio, Inc.), License Agreement (Bluebird Bio, Inc.), License Agreement (Bluebird Bio, Inc.)

Force Majeure. Neither Party (which for the purposes of this Section 15.1 shall include F-star Ltd and F-star GmbH) 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) [***] days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: License and Collaboration Agreement (Spring Bank Pharmaceuticals, Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)

Force Majeure. Neither Each Party shall be held liable or responsible excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party’s control, including, but not limited to, an act of God, war, acts of government (other Party than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, 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 causes other circumstances beyond the reasonable control of the non-performing affected Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war . Reasonable notice shall be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify given to the other affected Party of any such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Waste Interlocal Agreement, Waste Interlocal Agreement, North Oakland County Household Hazardous Waste Interlocal Agreement

Force Majeure. Neither 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 causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement) (such event, a “Force Majeure Event”). The non-performing Party shall notify the other Party of such force majeure within ten (10) [***] days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable diligent efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Option and Collaboration Agreement, Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)

Force Majeure. Neither Party MDCO nor Eagle shall be held liable responsible for any delay or responsible failure in performance (with the exception of the payment of money) hereunder 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 extent caused by or results from causes beyond the reasonable control of the non-performing Party earthquake, including fires fire, floods, earthquakes storm, embargoes, shortages, epidemics, quarantines or other acts of God or nature, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots dots, civil commotion commotions, strikes civil or military authorities, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify Governmental Authority or the other Party, laws, regulations and governmental requirements, strikes, embargoes, lockouts or other labor disturbances, or other causes reasonably beyond such Party’s control and without such Party’s fault or negligence; provided that the affected Party notifies the unaffected Party as soon as reasonably possible, and resumes performance hereunder as soon as reasonably possible following cessation of such force majeure within ten event. Notwithstanding the foregoing, if a force majeure event declared by either MDCO or Eagle persists for a continuous period of six ( 10 6) days after months (and such occurrence by giving written notice Party does not resume performance in accordance with this Agreement prior to such time despite such persistence), the other Party stating shall have the nature of the event, its anticipated duration, and any action being taken right to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party without further cost or liability.

Appears in 3 contracts

Samples: License and Development Agreement (Eagle Pharmaceuticals, Inc.), License and Development Agreement (Eagle Pharmaceuticals, Inc.), License and Development Agreement (Eagle Pharmaceuticals, Inc.)

Force Majeure. Neither Notwithstanding anything in this Agreement to the contrary, neither Party shall be held liable or responsible to the other Party or be deemed for any failure to have defaulted under or breached this Agreement for failure perform, or delay in fulfilling or performing any term the performance of this Agreement that Party's obligations hereunder, when such failure to perform or delay in performance is caused by an event of force majeure; provided however, that the Party whose performance is prevented or results from delayed by such event of force majeure shall give prompt notice thereof to the other Party. For purposes of this Section, the term "force majeure" shall include war, rebellion, civil disturbance, earthquake, fire, flood, acts of governmental authorities, shortage of materials, acts of God, acts of the public enemy, third-Party Internet hardware or software outages, death or incapacity of KD’s contracted artist, or any other causes or conditions beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts Parties. If any event of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty more than thirty ( 180 30) days after the date of the occurrence days, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing either Party may terminate this Agreement pursuant by written upon notice to the other Party.

Appears in 3 contracts

Samples: License Agreement, License Agreement, License Agreement

Force Majeure. Neither 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 (other than an obligation to make payments) when such failure or delay is caused by or results from causes 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), acts of terrorism terrorist acts, insurrections, riots, civil commotion, strikes, lockouts lockouts, or other labor disturbances 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 authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within ten (10) days [****] after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided . Without limitation to the foregoing, however, to the extent that in the an event the suspension of performance force majeure continues for one-hundred and eighty (180) days after a period [****], the date of affected Party shall promptly notify in writing the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence other Party of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to event and [****] of the other Party . ’s receipt of such notice, the Parties shall negotiate in good faith [****]

Appears in 3 contracts

Samples: License Agreement (Bison Capital Acquisition Corp.), License Agreement (Bison Capital Acquisition Corp.), License Agreement (Bison Capital Acquisition Corp.)

Force Majeure. Neither Party shall be held liable for any failure to perform, or responsible any delay in the performance of, any of its obligations under this Agreement to the other Party or be deemed extent, but only to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term the extent, that such Party’s performance is prevented by the occurrence of an event of force majeure. For purposes of this Agreement when such failure Section 14.3, an event of force majeure shall mean and include, war, civil war, insurrection, rebellion, civil unrest, fire, flood, earthquake, adverse weather conditions, strike, lockout, labor unrest, acts of the public enemy, acts of government authorities, and, in general, any other cause or delay is caused by or results from causes condition beyond the reasonable control of the non-performing Party whose performance is affected thereby. In the event that a Party ’s performance is affected by the occurrence of any event of force majeure, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing that Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving furnish immediate written notice thereof to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party hereto.

Appears in 3 contracts

Samples: License Agreement (Kadmon Holdings, LLC), License Agreement, Confidential Treatment (Kadmon Holdings, LLC)

Force Majeure. Neither Other than the performance obligations under Articles 6 and 9 and Section 12.14 of this Agreement, any delay in the performance of any of the duties or obligations of either Party shall not 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 considered a breach of this Agreement when and the time required for performance shall be extended for a period equal to the period of such failure or delay, provided that such delay is has been caused by or results from causes is the result of any (a) acts of a public enemy, insurrections, riots, embargoes, failures or delays by vendors, labor disputes, including strikes, lockouts, job actions, boycotts, fires, explosions, floods, shortages of material or energy so long as all such acts are without the fault or negligence of and beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, Party claiming such excuse from performance or (b) acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority God. The non-performing Party claiming any such excuse shall notify give prompt notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration cause, and any action being taken shall promptly take whatever reasonable steps are necessary to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party cause.

Appears in 3 contracts

Samples: Supply and Commercialization Agreement (VIASPACE Green Energy Inc.), Supply and Commercialization Agreement (VIASPACE Green Energy Inc.), Supply and Commercialization Agreement (VIASPACE Inc.)

Force Majeure. Neither Party to this Agreement 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 the performance of any term of this Agreement when its obligations hereunder (other than the failure to pay monies owed), if such failure or delay is caused by or results from due to causes beyond the its reasonable control control, including, but not limited to, acts of the non-performing Party, including fires, floods God, earthquakes, embargoes fires, shortages, epidemics, quarantines, war strikes, acts of war (whether war be declared war, or not), acts intervention of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority , but any such delay or failure shall be remedied by such Party as soon as practicable after the removal of the cause of such failure or delay. The non-performing Upon the occurrence of an event of force majeure, the Party failing or delaying performance shall promptly notify the other Other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating in writing, setting forth the nature of the event occurrence, its anticipated duration, expected duration and any action being taken to avoid or minimize its effect. The suspension of how such Party’s performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party affected.

Appears in 3 contracts

Samples: Collaboration Agreement (Receptos, Inc.), Collaboration Agreement (Receptos, Inc.), Collaboration Agreement (Receptos, Inc.)

Force Majeure. Neither 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 causes events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not ), acts of ) or terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty sixty ( 180 60) days after the date of the occurrence, and such failure the Parties shall meet to perform would constitute a material breach of discuss in good faith how to proceed in order to accomplish the goals outlined in this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party Agreement.

Appears in 3 contracts

Samples: Bill of Sale (Jaguar Animal Health, Inc.), Asset Transfer and Transition Agreement, Transfer and Transition Agreement (Jaguar Animal Health, Inc.)

Force Majeure. Neither Any delays in performance by any Party shall be held liable or responsible under this Agreement, other than with respect to the other Party or payment of obligations, shall not be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term considered a breach of this Agreement when such failure or delay is if and to the extent caused by or results from causes occurrences beyond the reasonable control of the non-performing Party Party affected, including fires, floods, earthquakes but not limited to acts of God, embargoes, shortages governmental restrictions, epidemics, quarantines, war, acts materials shortages or failure of war any supplier ( whether war be declared where such shortage or not failure is attributable to an event of force majeure suffered by such supplier), acts of terrorism fire, insurrections flood, explosion, earthquake, hurricanes, storms, tornadoes, riots, wars, civil commotion disorder, strikes failure of public utilities or common carriers, lockouts or other labor disturbances, acts of God rebellion or acts, omissions or delays in acting by any governmental authority sabotage. The non-performing Party suffering such occurrence shall notify the other Party as soon as practicable of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature inability and of the event, its anticipated duration period for which such inability is expected to continue, and any action being taken to avoid or minimize its effect. The suspension of time for performance hereunder shall be extended by the actual time of no greater scope and no longer duration than is necessary and delay caused by the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform occurrence; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and Party suffering such failure occurrence uses Commercially Reasonable Efforts to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant mitigate any damages incurred by written notice to the other Party.

Appears in 3 contracts

Samples: Distribution and Supply Agreement (Molecular Pharmacology (USA) LTD), Distribution and Supply Agreement (Molecular Pharmacology (USA) LTD), Distribution and Supply Agreement (Celgene Corp /De/)

Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under be in breach or breached this Agreement for failure or delay in fulfilling or performing any term default of this Agreement when such if there is any total or partial failure in the performance by it of its duties and obligations hereunder occasioned by any acts of God, fire, act of government or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines state, war , acts of war (whether war be declared or not), acts of terrorism, insurrections, riots , civil commotion, strikes insurrection, lockouts embargo, prevention from or hindrance in obtaining materials, energy or other supplies, priorities, strike, labor disturbances, acts disputes of God or acts, omissions or delays in acting by any governmental authority whatever nature beyond such Party's reasonable control (“Force Majeure”). The Such non-performing Party shall notify be excused the performance by the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 not be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in for a period equal to any such prevention, delay or stoppage. The Party affected by any of the absence of such force majeure, the non-performing Party may terminate Force Majeure circumstances or conditions contemplated by this Agreement pursuant by written notice to Section shall promptly notify the other Party , in writing, of the circumstances in sufficient detail to inform the unaffected Party in accordance with the notice provisions hereof. Any such performance obligations shall continue upon the conclusion of the related Force Majeure event.

Appears in 3 contracts

Samples: Hosted Software Service Agreement, Hosted Software Service Agreement, Hosted Software Service Agreement

Force Majeure. Neither Party shall will be held considered in default or liable for any delay or responsible failure to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing perform any term provision of this Agreement when if such delay or failure arises directly or delay is caused by or results from causes beyond the reasonable control indirectly out of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines an act of God, war, acts of war (whether war be declared or not) the public enemy, acts of terrorism, insurrections, riots, civil commotion freight embargoes, strikes, lockouts quarantine restrictions, unusually severe weather conditions, insurrection, riot, and other such causes beyond the control of the Party responsible for the delay or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority failure to perform. The non-performing Each Party shall (a) promptly notify the other Party in writing of any such event of force majeure, the expected duration thereof, and its anticipated effect on the ability of such force majeure within ten Party to perform its obligations hereunder and ( 10 b) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially make reasonable efforts to remedy its inability to perform; provided, however, that in the any such event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure , the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Contractor Agreement, Contractor Agreement, Contractor Agreement

Force Majeure. Neither No Party shall be held liable responsible for any loss, damage or responsible to delay suffered by the other Party or be deemed Parties owing 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 cause that is caused by or results from causes beyond the reasonable control of the non-performing Party defaulting party and cannot be attributed to negligence or willful nonperformance of its obligation. Such causes include wars, including fires, floods, earthquakes terrorist acts, embargoes , shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections , riots, civil commotion, strikes, lockouts or other labor disturbances, fires, storms, floods, hurricanes, earthquakes, strikes and labor disputes and government acts of God or acts, omissions or delays in acting by any governmental authority and restrictions. The non-performing Party Either party wishing to invoke this Section 28 shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving give written notice to the other Party party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect relevant cause. The suspension defaulting Party(ies) shall promptly resume performance of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts its obligations after such cause or causes cease to remedy its inability to perform operate; provided, however, that in if the event the suspension of performance condition continues for one-hundred and eighty a period of more than ninety ( 180 90) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure days, the non- performing Party may defaulting Party(ies) shall have the right to terminate this Agreement pursuant by giving written notice to the other Party of termination.

Appears in 3 contracts

Samples: Joint Venture Agreement (Endurance Exploration Group, Inc.), Joint Venture Agreement (Endurance Exploration Group, Inc.), Joint Venture Agreement (Endurance Exploration Group, Inc.)

Force Majeure. Neither Party Purchaser nor Supplier shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure of or delay in fulfilling or performing any term of obligations set forth in this Agreement when (other than an obligation to make payments), and neither shall be deemed in breach of its obligations (other than an obligation to make payments), if such failure or delay is caused by due to natural disasters or results from any other causes beyond the reasonable control of the non-performing Party affected Party (a “Force Majeure”), including fires including, floods without limitation, earthquakes any act of God or the elements, embargoes fire, shortages flood, epidemics epidemic, quarantines quarantine restriction, war, acts of war (whether war be declared or not) terrorism, accident to machinery, acts of terrorism civil or military authority, insurrections any civil commotion or riots. In the event of Force Majeure, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing the Party affected thereby shall (a) promptly notify the other Party of such force majeure within ten in writing and ( 10 b) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy cure or overcome the same and resume performance of its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party obligations hereunder.

Appears in 3 contracts

Samples: Confidential Treatment (Roka BioScience, Inc.), Confidential Treatment (Roka BioScience, Inc.), Confidential Treatment (Roka BioScience, Inc.)

Force Majeure. Neither If, in the performance of this Agreement, one of the Parties is prevented, hindered or delayed by reason of any cause beyond such Party’s reasonable control (e.g., war, riots, fire, strike, acts of terror, governmental laws), such Party shall be held liable or responsible excused from performance to the other Party extent that it is necessarily prevented, hindered 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 causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war delayed ( whether war be declared or not “Force Majeure”) , acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority . The non-performing Party shall notify the other Party of such force majeure Force Majeure within ten (10) [***] days after such occurrence by giving written notice to the other 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 will be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform ; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Clinical Trial Collaboration and Supply Agreement (IMMUTEP LTD), Clinical Trial Collaboration and Supply Agreement (RAPT Therapeutics, Inc.), Clinical Trial Collaboration and Supply Agreement (RAPT Therapeutics, Inc.)

Force Majeure. Neither Any delay in the performance of any of the duties ------------- or obligations of either Party hereto (except the payment of money) shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay, provided that such delay has been caused by or is the result of any acts of God, acts of the public enemy, insurrections, riots, embargoes, labor disputes, including strikes, lockouts, job actions, boycotts, fires, explosions, floods, shortages of qualified equipment, material or energy, or other unforeseeable causes beyond the control and without the fault or negligence of the Party so affected. The affected Party shall be held liable or responsible give prompt notice to the other Party of such cause, and shall take promptly whatever reasonable steps are necessary to relieve the effect of such cause. If such event prevents or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term will prevent performance of a material provision of this Agreement when such failure or delay is caused by or results from causes beyond one Party for more than six (6) months, then the reasonable control of other party may immediately terminate this Agreement upon written notice to the non-performing Party , including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party .

Appears in 3 contracts

Samples: Registration Rights Agreement (Retractable Technologies Inc), Registration Rights Agreement (Retractable Technologies Inc), Registration Rights Agreement (Retractable Technologies Inc)

Force Majeure. Neither 19.1 No Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for a failure or delay in fulfilling or performing any term of its obligations under this Agreement when if, but only to the extent that, such failure or delay is caused by or results from due to causes beyond the reasonable control of the non-performing affected Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war without limitation, acts of war (whether war be declared or not), God; acts of terrorism public enemies; insurrections; riots; terrorist actions; injunctions; embargoes; labor disputes, insurrections, riots, civil commotion, including strikes, lockouts lockouts, job actions, or boycotts; fires; explosions; floods; shortages of material, Components or energy; delays in the delivery of Components; acts or orders of any government or agency thereof or of Regulatory Authority or other labor disturbances, acts unforeseeable causes beyond the reasonable control and without the fault or negligence of God or acts, omissions or delays in acting by any governmental authority the Party so affected. The non-performing Party so affected shall notify give prompt notice to the other Party of such cause and a good faith estimate of the continuing effect of the force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature condition and duration of the event, its anticipated duration affected Party’s nonperformance, and any action being taken shall take whatever reasonable steps are appropriate to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and relieve the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence effect of such causes as rapidly as possible. If the period of nonperformance by Baxter because of Baxter force majeure majeure conditions exceeds ninety (90) calendar days, the non-performing Party Client may terminate this Agreement pursuant by written notice to Baxter. If the other Party period of nonperformance by Client because of Client force majeure conditions exceeds ninety (90) calendar days, Baxter may terminate this Agreement by written notice to Client.

Appears in 3 contracts

Samples: Manufacturing and Supply Agreement (Oasmia Pharmaceutical AB), Manufacturing and Supply Agreement (Oasmia Pharmaceutical AB), Master Manufacturing and Supply Agreement (Oasmia Pharmaceutical AB)

Force Majeure. Neither 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 Any delay in fulfilling or performing the performance of any term provision of this Agreement when by the Artist shall be excused if such failure or delay is caused by or results from causes beyond the reasonable control acts of the non-performing Party City, including fires their respective agents, floods contractors, earthquakes employees or by acts of God, embargoes, shortages, epidemics, quarantines accident, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots war- like operations, civil commotion, strikes riots, lockouts labor disputes, sabotage, governmental acts, regulations or controls other than City’s, fire or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority casualty. The non-performing Party Failure to fulfill contract obligations due to conditions beyond either party's reasonable control shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 not be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute considered a material breach of this Agreement in provided those obligations affected shall be suspended only for the absence duration of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party conditions.

Appears in 3 contracts

Samples: Agreement, Agreement, Agreement Draft

Force Majeure. Neither Party shall be held liable or responsible to the other Party or nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, affected Party including fires but not limited to fire, floods, earthquakes, embargoes , shortages, epidemics, quarantines , war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority authority or the other Party; provided, that the Party so affected shall give prompt notice thereof to the other. The non- If any such cause prevents either Party from performing Party shall notify any of its material obligations hereunder for more than six months, the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may then terminate this Agreement pursuant by written notice to upon 90 days prior notice. Except as provided in the other Party immediately preceding sentence, no such failure or delay shall terminate this Agreement, and each Party shall complete its obligations hereunder as promptly as reasonably practicable following cessation of the cause or circumstances of such failure or delay.

Appears in 3 contracts

Samples: License Agreement (Ignyta, Inc.), License Agreement (Infinity Oil & Gas Co), License Agreement (Ignyta, Inc.)

Force Majeure. Neither Party shall will be held liable for any breach or responsible failure to the other Party or be deemed to have defaulted perform under or breached this Agreement for if such breach or failure or delay in fulfilling or performing any term of this Agreement when such failure or delay to perform is caused by or results from causes due to an act beyond the reasonable control of the non-performing Party such Party (a “Force Majeure”), including fires which include by way of illustration, but not limitation, acts of God, fire, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion disobedience, strikes, lockouts lockouts, freight embargos, inclement weather, or any other labor disturbances, acts of God cause or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of condition beyond such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform Party’s control; provided, however, that in the event the suspension of performance continues for one-hundred and eighty Party which has been so affected will ( 180 i) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by promptly give written notice to the other of the fact that it is unable to so perform and the cause(s) therefore; and (ii) resume its performance under this Agreement immediately upon the cessation of such cause(s) and give a notice of same to the other Party.

Appears in 3 contracts

Samples: Supply Agreement (Ener1 Inc), Supply Agreement (Ener1 Inc), Supply Agreement (Ener1 Inc)

Force Majeure. Neither 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 Agreement, when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not) , acts of terrorism , insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, that Parties shall meet and such failure discuss in good faith how best to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party proceed.

Appears in 3 contracts

Samples: Exclusive License and Distribution Agreement (MITU Resources Inc.), Exclusive License and Distribution Agreement (MITU Resources Inc.), Exclusive Distribution Agreement (Emergent BioSolutions Inc.)

Force Majeure. Neither Except with regard to the payment of money due, if either Party hereto shall be held liable delayed, hindered in, or responsible to prevented from the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing performance of its obligations hereunder by reason of any term of this Agreement when such failure or delay occurrence which is caused by or results from causes beyond not within the reasonable anticipation or control of the non-performing such Party, including fires but not limited to, floods strikes, earthquakes lockouts, embargoes labor troubles, shortages governmental action or inaction, epidemics failure of power, quarantines riots, insurrection, war, acts of war God, unusual weather, or other similar reason, and which occurrence, in any event, is not a result of the intentional act, negligence, or willful misconduct of such Party ( whether war be declared or not each, a “Force Majeure Event”), acts such Party’s performance shall be excused for the period of terrorism time equivalent to the delay caused by such Force Majeure Event, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing provided that such Party shall notify gives prompt notice to the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other 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 be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party delay.

Appears in 3 contracts

Samples: Real Estate Purchase Agreement, Real Estate Purchase Agreement, Real Estate Purchase Agreement