Force Majeure

Consultant shall not be liable to Altair for any failure or delay caused by events beyond Consultant's control, including transportation or communication failures, labor disputes, accidents, or shortages of labor, fuel, or raw materials.

Whenever a period of time is herein provided for either party to do or perform any act or thing, that party shall not be liable or responsible for any delays and applicable periods for performance shall be extended accordingly, due to strikes, lockouts, riots, act of God, or any other cause or causes, whether similar or dissimilar to those enumerated, beyond its reasonable control. The provisions of this Section 18 shall not operate to excuse Tenant from prompt payment of rent.

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

Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord's reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, provided that nothing herein shall be construed as diminishing the repair and maintenance obligations of Landlord hereunder. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

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

The obligations of a Member, including the obligation to timely achieve the Minimum Work Requirement during any Annual Period during the Phase I Earn-In Period, shall be suspended to the extent and for the period that performance is prevented in whole or in part by a Force Majeure Event. The affected Member shall promptly give notice to the other Member of the Force Majeure Event and the suspension of performance, stating in the notice the nature of and the reasons for the Force Majeure Event and its estimated duration. The affected Member shall resume performance as soon as reasonably possible.

If either party is prevented or delayed from timely performance of any obligation or satisfying any condition under this Lease by any event or circumstance beyond the control of such party, exclusive of financial inability of a party, but including any of the following if beyond the control of (and not caused by) such party: strike, lockout, labor dispute, civil unrest, inability to obtain labor, materials or reasonable substitutes thereof, acts of God, present or future governmental restrictions, regulations or control, insurrection, and sabotage, then the time to perform such obligation or satisfy such condition shall be extended by the delay caused by such event or circumstance. The provisions of this Article shall in no event operate to delay the Commencement Date or to excuse Tenant from the payment of all Rent as and when due under this Lease.

Each party shall use all commercially reasonable efforts to mitigate the delay caused by any event of Force Majeure to the extent reasonably commercially practicable, but without the necessity of employing overtime or premium pay labor unless such party elects to do so within its sole discretion or unless the other party elects to pay for such overtime or premium pay labor.

Neither party shall be liable for any delay or failure to perform its obligations under this agreement due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, fire, or other casualty.

In the course of performance of this contract, if any party of this contract cannot perform part or all of the contract terms due to force majeure (including legal changes and government orders), the party that suffers force majeure does not need to bear any responsibility, but it shall notice the other party in writing within 10 days since the force majeure occurred. If the above situation causes the theater to stop broadcasting, the contract time will be postponed according to the actual number of days of suspension. If the theater is closed due to the above circumstances, Party A shall notify Party B in writing within seven days, and this contract will be terminated naturally. Party A shall return the contracted amount that has been received but not executed to Party B. In case of other special circumstances, Party A and Party B shall resolve the dispute through negotiation.

Force majeure events include but not limited to disabled service or interruption of public facilities arising from war, civil commotion, terrorist acts, fire, flood or government regulation or restriction, and extremely adverse weather.

Any prevention, delay, or stoppage of performance due to circumstances beyond the reasonable control of the party obligated to perform, except for Rent and other charges, shall excuse the performance for the duration of the event. The time period for performance shall be extended by the duration of the delay caused by the event. The Outside Delivery Date is not subject to adjustment for Force Majeure.

No Party shall be liable for failure of or delay in performing obligations (other than payment obligations) set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to a natural disaster, explosion, fire, flood, tornado, thunderstorm, hurricane, earthquake, war, terrorism, riot, embargo, loss or shortage of power, labor stoppage, 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 cause reasonably beyond the control of such Party, if the Party affected gives prompt notice of any such cause to the other Party. The Party giving such notice shall thereupon be excused from such of its obligations hereunder as it is thereby disabled from performing for so long as it is so disabled, provided, however, that such affected Party commences and continues to use its Commercially Reasonable Efforts to cure such cause.

Manager shall not be liable or responsible to the Company, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Manager including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

No Party shall be liable for failure of or delay in performing obligations (other than payment obligations) set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to a natural disaster, explosion, fire, flood, tornado, thunderstorm, hurricane, earthquake, war, terrorism, riot, embargo, loss or shortage of power, labor stoppage, 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 cause reasonably beyond the control of such Party, if the Party affected gives prompt notice of any such cause to the other Party. The Party giving such notice shall thereupon be excused from such of its obligations hereunder as it is thereby disabled from performing for so long as it is so disabled, provided, however, that such affected Party commences and continues to use its Commercially Reasonable Efforts to cure such cause.

"Force Majeure" shall mean any of the following events or conditions, provided that such event or condition is not reasonably within the control of either Party: acts of state or governmental action, including the acts of the United States Food and Drug Administration, orders, legislation, regulations, restrictions, priorities or rationing, riots, disturbance, war (declared or undeclared), national or regional emergency, injunctions, labor trouble, acts of terrorism, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, interruption of transportation, embargo (inability to procure or shortage of supply materials, equipment or production facilities), delay of subcontractors or vendors, fire, earthquake, flood, hurricane, typhoon, and/or explosion,

Noncompliance with the obligations of this Agreement or any Project Agreement due to a state of force majeure, the laws or regulations of any government, regulatory or judicial authority, war, civil commotion, destruction of facilities and materials, fire, flood, earthquake or storm, shortage of materials, failure of public utilities or common carriers, and any other similar causes beyond the reasonable control of the applicable Party, shall not constitute a breach of contract, except for payment obligations.

"Force Majeure" means accidents, emergencies, acts of the public enemy, riot, strikes, insurrection, war, court order, requisition or order of governmental body or authority, general shortages or inability to obtain labor or materials at commercially reasonable rates, acts of God, fire, hurricanes, drought, flood or other severe weather conditions or other natural disasters, and other events, occurrences or causes outside of the reasonable control of any Party; provided, however, that the lack or insufficiency of or the inability to procure funds, financing or financial resources shall not be deemed to be an event of Force Majeure.

Neither party shall be held liable or responsible to the other party nor 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 a payment, when such failure or delay is caused by or results from fires, floods, embargoes, government regulations, prohibitions or interventions, wars, acts of war, terrorism, insurrections, riots, civil disobedience, strikes, lockouts, acts of God, or any other cause beyond the reasonable control of the affected party.

Neither Reseller, eCom or eCom's Processor shall be responsible for failures or interruptions of communications facilities or equipment of third parties, shortages of resources or materials, natural disasters, acts of war or terrorism, delay or disruption of shipment or delivery, trespass or interference of third parties. whether physical or electronic, or similar events or circumstances outside its reasonable control, whether or not otherwise enumerated; provided that this provision shall not apply to failure or inability to pay amounts due for Services provided pursuant to this Agreement. Notwithstanding the foregoing, eCom and/or its Processor has, and shall maintain throughout the term of this Agreement, a disaster recovery plan designed to reasonably mitigate interruption of the Services.

Neither Party shall be responsible or liable for any delay or failure to perform or comply with the terms of this Agreement or Work Order if such delay or failure is due to an act of God or other occurrence beyond the reasonable control of either Party. Such occurrences include, but are not limited to, fire, explosion, acts of government, weather, civil unrest, or health reform legislation.