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DocuSign Envelope ID:221D6B40-33AE-418B-BC60-E598F733ACF1 <br /> Exhibit A <br /> r , r r r ■EEMENT r ■ 10) <br /> 18. Force Maieure. <br /> a. "Force Majeure". Force Majeure means any event or circumstance beyond the <br /> reasonable control of and without the fault or negligence of the Party claiming Force <br /> Majeure. It shall include, without limitation, failure or interruption of the production, <br /> delivery or acceptance of electricity due to: an act of god; war(declared or undeclared); <br /> sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; <br /> terrorism;economic sanction or embargo;civil strike,work stoppage,slow-down,or lock- <br /> out;explosion;fire;earthquake;abnormal weather condition or actions of the elements; <br /> hurricane; flood; lightning; wind; drought; the binding order of any Governmental <br /> Authority(provided that such order has been resisted in good faith by all reasonable legal <br /> means);the failure to act on the part of any Governmental Authority(provided that such <br /> action has been timely requested and diligently pursued);unavailability of electricity from <br /> the utility grid, equipment, supplies or products (but not to the extent that any such <br /> availability of any of the foregoing results from the failure of the Party claiming Force <br /> Majeure to have exercised reasonable diligence);and failure of equipment not utilized by <br /> or under the control of the Party claiming Force Majeure. <br /> b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party <br /> is rendered wholly or partly unable to timely perform its obligations underthis Agreement <br /> because of a Force Majeure event, that Party shall be excused from the performance <br /> affected by the Force Majeure event(but only to the extent so affected)and the time for <br /> performing such excused obligations shall be extended as reasonably necessary; <br /> provided,that: (i)the Party affected by such Force Majeure event,as soon as reasonably <br /> practicable after obtaining knowledge of the occurrence of the claimed Force Majeure <br /> event,gives the other Party prompt oral notice,followed by a written notice reasonably <br /> describing the event; (ii)the suspension of or extension of time for performance is of no <br /> greater scope and of no longer duration than is required by the Force Majeure event;and <br /> (iii)the Party affected by such Force Majeure event uses all reasonable efforts to mitigate <br /> or remedy its inability to perform as soon as reasonably possible. The Term shall be <br /> extended day for day for each day performance is suspended due to a Force Majeure <br /> event. <br /> C. Notwithstanding anything herein to the contrary, the obligation to make any payment <br /> due under this Agreement shall not be excused by a Force Majeure event that solely <br /> impacts Purchaser's ability to make payment,and no late fees will be imposed during the <br /> reasonable recovery period for Purchaser up to one-hundred and twenty(120) days. <br /> d. If a Force Majeure event continues for a period of six(6)months,one-hundred and eighty <br /> (180)days or more within a twelve(12) month period and prevents a material part of the <br /> performance by a Party hereunder,then at any time during the continuation of the Force <br /> Majeure event,the Party not claiming the Force Majeure shall have the right to terminate <br /> this Agreement without fault or further liability to either Party (except for amounts <br /> accrued but unpaid). <br /> Page 29 of 52 <br />