Non-Liability. Neither party will be liable for any loss or damage suffered or incurred by the other party due to its failure to perform due to war, riot, insurrection, civil unrest, martial law, national general strike, wildfire, insect infestation, outbreak of plant disease, flood, earthquake, storm, accumulation of snow and ice, epidemic, quarantine, radiation or radioactive contamination, or any other circumstance beyond the control of parties (each a "Force Majeure Event") provided that the non-performing party shows that:
Reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events;
All non-excused obligations were substantially fulfilled;
The other party was timely notified of the actual occurrence of the Force Majeure Event; and
If the non-performing party is the Seller Representative and the Force Majeure Event is a wildfire, insect infestation, or outbreak of plant disease, that the Participating Landholders substantially performed the risk mitigation measures referred to in clause 1.4.
Disclaimer: Materials on this site are meant to highlight issues that should be considered in PES transactions, not to provide a substitute for experienced legal counsel. It will be essential to engage legal counsel in conjunction with any PES transaction to ensure that any agreements reflect the latest developments in the field and comply with current local and national legislation.
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